2026 Annual Report And Proxy Season E S Matters Executive

Bonisiwe Shabane

-Dec 27, 2025, 8:09 PM

2026 annual report and proxy season e s matters executive

Ali Perry and Liz Walsh are Counsels, and Jennifer Zepralka is a Partner at Mayer Brown. This post is based on their Mayer Brown memorandum. In March 2024, the SEC adopted rules entitled “The Enhancement and Standardization of Climate-Related Disclosures for Investors” (the “Climate Rules”), intended to standardize how public companies report material climate-related risks and greenhouse gas emissions. The Climate Rules were almost immediately the subject of litigation, which was subsequently consolidated in the U.S. Court of Appeals for the Eighth Circuit (the “Eighth Circuit”), where they were subject to a voluntary stay pending litigation. Subsequently, the SEC withdrew its defense of the Climate Rules, but requested that the Eighth Circuit resolve the litigation on the merits.

In September 2025, the Eighth Circuit ordered that the litigation would be held in abeyance until the SEC reconsiders or renews its defense of the Climate Rules, which seems very unlikely at this time. Therefore, the litigation remains paused, and will likely remain so for the foreseeable future. For more information, see our article, “Regulatory Climate Shift: Updates on the SEC Climate-Related Disclosure Rules.” Today, the SEC’s 2010 climate disclosure guidance remains in effect. The guidance suggests that, where material, companies should disclose the direct effect of environmental legislation, regulation and international treaties, the indirect consequences of climate change, and the impact of physical changes to our planet... Climate change continues to be an area of focus for investors and other constituencies, as well as companies themselves.

This has prompted a growing number of companies to include sustainability initiatives in distinct sections of their proxy statements in addition to disclosure in annual reports. The approach of adding voluntary climate change and other ESG disclosure in the proxy statement may provide an opportunity for companies to control their message and provide a basis to direct shareholder engagement in... When preparing climate change disclosure for the proxy statement or annual report, companies should be cognizant of the securities laws and other legal ramifications of such disclosure. As alluded to above, misleading climate change disclosures can give rise to SEC or state enforcement proceedings and hefty monetary penalties. From a liability perspective, it may be prudent to describe corporate climate change initiatives in aspirational terms rather than as commitments to achieve specific results, unless the company is actively working towards reaching those... Companies may need to expand their disclosure controls and procedures, and possibly their internal control procedures, to take climate change disclosures into account.

The team involved in drafting and approving climate change disclosure should develop a process to fact-check disclosures. Board oversight and review of climate change disclosure may help to confirm alignment with company initiatives. There should be consistency between a company’s climate change disclosures in its SEC filings and the company’s disclosures in any sustainability report it publishes and other climate change disclosures it makes on its website... It is important that public companies draft climate change disclosure in a manner that is not susceptible to a characterization that it is inaccurate or misleading. In case you missed it, catch up on this must-hear webinar where experts discuss 2026 proxy and annual reporting prep. View the recording to hear them break down key topics including proxy voting matters and shareholder proposal trends, AI, tariff and cybersecurity disclosure trends, human capital matters, and more.

(This webinar was held on Wednesday, December 10, 2025. CLE credit is not available for recordings of webinars.) 2026 Proxy Season: A Look Ahead to Executive Compensation Issues and Considerations As the 2026 proxy season approaches, public companies and their boards are navigating a rapidly evolving executive compensation landscape. Amidst new regulatory scrutiny, shifting investor expectations, and ongoing debate over performance metrics and disclosure practices, early preparation is crucial to mitigate potential challenges and proactively manage compensation matters through effective proxy disclosures, well-executed... This alert outlines key considerations for public companies and their compensation committees as they prepare for the 2026 proxy season and related compensation decisions.

Emerging growth companies (EGCs) and smaller reporting companies (SRCs) should note that some of the rules and issues discussed here may not apply, and we encourage them to contact their Winston & Strawn team... Companies generally had positive say-on-pay results, with 99% of proposals passing for companies in both the S&P 500 and the Russell 3000 in early 2025. Nonetheless, while failed say-on-pay results have remained infrequent, certain actions by compensation committees contributed to negative recommendations from Institutional Shareholder Services (ISS) and lower voting results for some proposals. A subset of companies fell below the key 70% threshold for ISS, which typically triggers heightened scrutiny of company responsiveness in the following year’s proxy statement. (Glass Lewis applies an 80% threshold for similar purposes.) Companies that received lower say-on-pay voting results in 2025 should consider steps that can be taken now to address relevant issues for the upcoming proxy season, including a game plan for shareholder engagement as...

The approach of adding voluntary climate change and other ESG disclosure in the proxy statement may provide an opportunity for companies to control … Webinar | December 10, 202512:00 p.m. – 1:00 p.m. ESTRegister here. The proxy and annual reporting season may seem a long way off. However, in light of the amount of work and planning that goes into the proxy statement, annual report, and annual meeting of shareholders, this is the ideal time to begin preparations.

Join this Intelligize session as speakers from Mayer Brown, Georgeson and Veralto discuss key issues companies should consider while preparing for the upcoming 2026 proxy and annual report season, including: Read our Legal Update: 2026 U.S. Annual Report and Proxy Season: It’s Go Time! for an overview of key issues companies should consider as they address their annual report and proxy disclosure requirements. Covington & Burling LLP operates as a limited liability partnership worldwide, with the practice in England and Wales conducted by an affiliated limited liability multinational partnership, Covington & Burling LLP, which is formed under... With new leadership under the Trump administration, the Securities and Exchange Commission (“SEC”) is charting a course that promises significant changes in the regulation of securities disclosures and capital markets.

In this alert, we discuss several important trends and developments that public companies should be aware of as the 2026 reporting season approaches. These include a shift in SEC policy, rulemaking and enforcement priorities, a new shareholder proposal process, likely upcoming changes to executive compensation disclosures, and newly applicable compliance items relating to Inline XBRL and EDGAR... We also address recent policy updates from proxy advisory firms and developments regarding the disclosure of executive security payments as perquisites. A. Disclosure Requirements and Rulemakings As companies look ahead to the 2026 reporting season, many of the disclosure topics that were top priorities under prior SEC Chairman Gary Gensler are receding into the background.

The climate change and greenhouse gas emission disclosure rule, which gave rise to a range of internal control, disclosure mapping, and board oversight consequences, is effectively (although not technically) dead; however, public companies should... Chairman Paul Atkins has signaled skepticism about the usefulness and necessity of the recently enacted cybersecurity incident reporting requirement under Item 1.05 of Form 8-K. This rule seems likely to receive less attention from the SEC Staff (“Staff”) and/or undergo revision. Similarly, the SEC’s previous goals to enact disclosure rules on board diversity and human capital management have been dropped from its agenda. As discussed in more detail below, the SEC under Chairman Atkins plans to review and potentially propose changes to the complex executive compensation disclosure regime. And on digital assets, the SEC’s prior resistance has shifted in a markedly different direction.

As Chairman Atkins pushes for greater regulatory clarity about what digital assets are securities, the SEC appears poised to propose exemptions, safe harbors and other rules of the road relating to the issuance and... B. Key Current SEC Priorities Under Chairman Atkins

2026 Annual Report And Proxy Season E S Matters Executive

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