What Public Companies Need to Know: Top 10 Takeaways From the 2026 Proxy Disclosure Conference

The 2026 Proxy Disclosure Conference & 23rd Annual Executive Compensation Conference, presented by TheCorporateCounsel.net and CompensationStandards.com, were held October 12–13 in Orlando. The conferences featured insights from David Lynn, the chair of Goodwin’s Public Company Advisory Practice; a senior editor of TheCorporateCounsel.net, CompensationStandards.com, The Corporate Counsel, and The Corporate Executive; a co-author of The Executive Compensation Disclosure Treatise; and former chief counsel of the SEC’s Division of Corporation Finance.

Here are the top 10 takeaways from this year’s event.

1. The SEC Is Focused on Helping Companies Go Public and Stay Public

The program’s panelists indicated that one of the SEC’s principal priorities is encouraging companies to go public and stay public. The agency’s efforts toward this goal include rationalizing disclosure requirements, returning to a focus on financial materiality, and modernizing the regulatory framework. The SEC’s current rule proposals (including semiannual reporting, registered offering reform, and filer status) share common themes: more flexibility for companies, building on what already works, and rethinking outdated frameworks, rather than tweaking rules at the margins. The panelists observed that the SEC staff appears receptive to engagement, and companies with questions may find it worthwhile to reach out.

2. Semiannual Reporting Would Require Planning Beyond SEC Filings

The panelists at the program emphasized that the SEC’s proposal to give companies an option to report semiannually would require companies to consider more than their SEC filing calendars. Companies that regularly access the capital markets may continue to require quarterly financial information that is reviewed by an auditor for the purposes of auditor comfort and underwriter due diligence. Debt covenants, disclosure controls and procedures, and insider trading windows could also influence whether a company adopts semiannual reporting. Panelists cautioned that a reduced filing frequency would not necessarily produce substantial cost savings because companies that continue to publish quarterly earnings releases may need to expand those disclosures and consider whether to file certain financial information with the SEC so that it can be incorporated by reference into registration statements. The panelists noted that the appeal of semiannual reporting would largely depend on a company’s stage of development, financing needs, peer practices, and investor expectations, while larger, more established companies that chose to adopt a semiannual reporting frequency could face pushback from analysts and other market participants and therefore may continue to furnish quarterly financial information on Form 8-K.

3. Expanded Scaled Disclosure Could Shift Investor Scrutiny

The SEC’s proposed changes to the determination of filer status for the purpose of filings made with the SEC would significantly expand the universe of companies that could utilize scaled executive compensation disclosure requirements. The changes would also expand eligibility for exemptions from the requirement to obtain an auditor attestation on internal control over financial reporting, as well as from the requirement for shareholder advisory votes on executive compensation (including the frequency of such votes) and golden parachute compensation. The panelists cautioned, however, that companies should consider their disclosure history, shareholder expectations, and peer practices before utilizing any of these accommodations or exemptions. Eliminating say-on-pay could redirect investor dissatisfaction toward compensation committee members, making continued engagement and clear explanations of compensation decisions particularly important.

4. Shareholder Proposal Exclusions Require a Broader Risk Assessment

With the SEC staff no longer responding to Rule 14a-8 no-action requests, companies must independently assess their exclusion decisions while continuing to satisfy applicable submission requirements and deadlines, including the requirement to submit Rule 14a-8(j) notices. Panelists emphasized the need to consider potential litigation risk, the possibility of campaigns against directors, and the reactions from institutional investors and proxy advisers. Companies should also consider how they will communicate their rationale for an exclusion, including considering making their Rule 14a-8(j) notices available on their investor relations websites. 

The proposed rescission of Rule 14a-8 adds uncertainty to the shareholder proposal landscape but would not eliminate the ability of shareholders to submit a proposal or the need for engagement with shareholders.

Panelists anticipated that shareholders could seek express proposal rights through charter or bylaw amendments and could increasingly present proposals from the floor. Related proposed changes to Rule 14a-4 would address a company’s discretionary voting authority over those proposals through disclosure and a shareholder opt-out mechanism. Panelists viewed it as highly unlikely that the rescission proposal would affect the 2027 proxy season. 

5. Shelf Reform Could Reshape Post-IPO Financing Planning

The proposed registered offering reforms would significantly expand access to Form S-3, including by removing the one-year reporting requirement and baby-shelf limitations. Panelists highlighted the potential benefits for newly public and smaller companies seeking additional capital. Panelists distinguished the proposed expansion of shelf registration eligibility from access to automatic effectiveness and other offering accommodations, which would become available after one year of public reporting. Companies would also need to account for contractual lockups, clear-market provisions, and other offering restrictions when planning financings.

6. Prediction Markets Put Confidentiality Safeguards in Focus

The growth of prediction markets creates additional opportunities for employees to misuse confidential company information, including through event contracts tied to corporate events or announcements. Panelists discussed how company policies and employee training address these activities. Companies should assess the reach of their existing confidentiality and personal-use restrictions and whether employees understand how those restrictions apply beyond conventional securities trading. Confidentiality provisions in codes of conduct generally already cover this activity, but some companies prefer to address the issue head-on and explicitly reference prediction markets in their insider trading policies and codes of conduct.

7. Standing Voting Instructions Could Increase Retail Turnout

Panelists described the standing voting instruction (SVI) program as a potentially significant tool for increasing retail shareholder turnout. Investor engagement will help drive SVI program opt-ins. A company considering the SVI program should consider creating opportunities to have more touchpoints with retail investors. Panelists also highlighted enhancements in recent SVI program design, including the ability to target specific retail shareholders and groundwork for retail investors to opt in across every company in a portfolio that has implemented an SVI program. Panelists noted that companies with significant retail ownership should consider whether an SVI program, paired with sustained retail engagement, could improve turnout.

8. Board Use of AI Calls for Clear Guardrails

Panelists discussed AI both as a board-level risk, including the potential disclosure of confidential information, and as a tool directors are already using. The consensus was that most boards do not need a dedicated AI expert, because a single-issue director can be less effective and can lead the board to over-rely on one member for substantive knowledge. Where directors use AI to review meeting materials, companies should consider:

• Adopting strict rules for that use, such as requiring a closed sandbox environment
• Paring down board materials to promote manual review and reduce reliance on AI
• Using appendices, read-only materials, and similar formats

Panelists also noted, across several topics, that AI tools can have difficulty reading information presented in graphics. 

9. Executive Compensation Disclosure Could Be Streamlined

Panelists said the SEC’s proposal to overhaul executive compensation disclosure under Item 402 of Regulation S-K is expected soon. Drawing on the SEC’s roundtable and public comments, the SEC staff appears to be taking a fresh look at the overall framework, rather than adding new requirements to existing ones. Several panelists hope that the proposal will eliminate pay-versus-performance disclosure and streamline the Compensation Discussion and Analysis to disclosures.

On clawbacks, panelists noted that only a small minority of companies that have completed a recovery analysis concluded that compensation needed to be recovered. Panelists also noted that a large majority of companies now use nonfinancial metrics as a factor in annual incentive plan payouts.

10. Say-on-Pay Support Is Strong, but Special Awards Draw Scrutiny

Say-on-pay proposals received record-high support in 2026, with very few failed votes, even as executive pay continued to rise. ISS and Glass Lewis generally limit in-season engagement to extreme situations. Companies anticipating low say-on-pay support, special awards, a structural overhaul, or a request for additional shares should plan to engage in the off-season, typically August through December.

Panelists also encouraged companies to initiate targeted investor outreach, particularly given concerns that the SEC’s Schedule 13G guidance and Section 21(a) report could make investors more cautious in engagement discussions. Companies should identify specific topics for discussion, raise potential concerns before the proxy statement is filed, and demonstrate how investor feedback has informed their decisions.

Increased CEO turnover has led to more one-time awards for sign-on, make-whole, and retention purposes. ISS raises concerns when these awards follow prior awards that were not earned and are unrelated to sign-on or retention, and shareholders strongly prefer that one-time awards other than make-whole awards be solely performance-based. Although ISS accepts long-vesting RSUs as an alternative to PSUs, few companies have adopted them, in part because of a reluctance to give up PSU upside; panelists noted that a three-year cliff with a two-year holding period could be used instead of a five-year cliff.

Final Thoughts

The 2026 Proxy Disclosure & 23rd Annual Executive Compensation Conferences emphasized how the SEC’s deregulatory agenda has now moved to concrete proposals, even as investors, proxy advisers, and retail shareholders continue to shape outcomes. Many of the SEC’s proposals would give companies new flexibility, but companies will need to carefully weigh their capital markets needs, investor expectations, and internal controls. Companies that plan ahead for these choices will be better positioned as the SEC’s proposals move toward adoption.

To explore how these developments may affect your organization or to prepare for the upcoming reporting season, contact Goodwin’s Public Company Advisory Practice and check out our Public Company Advisory Blog. Our team is here to help.