Activism didn’t pause in 2025 – it evolved.
Campaign counts are up, tactics have multiplied, and boards are settling faster and earlier. As Goldman Sachs’ Neil Rudisill put it on Cooley’s Market Talks panel, “We’re on track for probably the third largest year ever in terms of activism,” with US campaign levels up roughly 11% year-over-year through late summer and Q1/Q3-heavy “velocity” as funds recalibrated around tariff-driven volatility. Just as notably, the center of gravity continues to shift toward operational and M&A demands, with activists reenergized by stronger equity markets, an improving regulatory landscape for dealmaking and buoyant sponsor appetite.
Below are the trends that matter most for boards and management teams heading into 2026 – and the clear-day steps to get ready.
What changed – and what didn’t – under universal proxy rules
- Universal proxy mechanics, not a sea change: Universal proxy eliminated the binary voting regime that required shareholders to vote for either the company’s recommended slate or the activist’s in a contested scenario, allowing mix-and-match voting across slates. But it hasn’t produced the feared flood of proxy fights or single-issue contests. “The sky isn’t falling for companies,” Cooley partner Sean Brownridge noted. Contest themes, volume and outcomes look more familiar than not.
- Fewer fights, faster deals: Only about one-third of announced US contests have gone to a vote since the rules took effect, and the share of settlements reached before a public fight has climbed. As Rudisill observed, “We’re seeing closer to 85% of [nomination] situations settle before it ever gets to that public proxy fight threat,” up from roughly 65% a decade ago. Better qualified dissident nominees and savvier boards are accelerating compromise.
- Proxy advisors still matter but aren’t always outcome determinative: Since the universal proxy rules took effect in September 2022, in proxy contest situations, International Shareholder Services (ISS) has recommended “for” companies in most US contests and “for” activists in a meaningful minority, Glass Lewis’ recommendations are similarly split between issuer and activist. Activists still tend to be “at least partially successful” more often when they carry an advisor’s recommendation, but strong company slates are winning at the ballot box when coupled with thoughtful business plans, noted Brownridge.
The rise of ‘withhold’ campaigns
The year’s stealth disruptor is the low-cost “vote no” campaign. As Cooley partner Bill Roegge explained, “Instead of an activist running a competing slate, … they just go out and publicly say ‘don’t support the company’s directors.’” For companies with director resignation policies (i.e., policies stating that if a director receives less than a majority vote at an annual meeting, that director will tender their resignation to the board), significant withhold tallies can force resignations – or create public relations (PR) and governance crises if boards decline resignations from affected directors, often laying the groundwork for subsequent campaigns by the activist.
- 2025 examples: While Harley-Davidson (activist: H Partners) narrowly avoided failed elections amid a full-throated PR battle, its CEO (who was a target of the campaign) later stepped down from the role. Forward Air (activist: Ancora) saw one director fail and two barely clear a majority, with all three ultimately resigning. At WEX (activist: Impactive Capital), a single press release drove razor-thin margins for several incumbents.
- Why they work: As Collected Strategies’ Jim Golden put it, withhold campaigns drive “a true PR narrative campaign,” cheaper than a slate and potent when activists have lined up sympathetic institutions. Even activist losses can be costly for issuers. “While [the activist] didn’t win,” Golden noted of Harley-Davidson, “the CEO ended up having to resign because of the vote results.”
- No offseason: “There’s no ‘activism season’ anymore,” Roegge cautioned. Withhold campaigns extend the threat beyond nomination windows and keep pressure on boards to engage early.
Litigation as leverage: Delaware’s 2025 message
Advance notice bylaws have been the hottest litigation vector – and directionally, courts have rewarded clear-day governance and disciplined process.
- “Unripe” challenges get tossed: In Siegel v. Morse and Assad v. Chambers, attacks on advance notice bylaws adopted after universal proxy took effect were dismissed as unripe without a live controversy, underscoring that hypothetical chilling arguments won’t do.
- But inequitable “extras” can unwind wins: In Vejseli v. Duffy, the Delaware Court of Chancery upheld a notice rejection as equitable – but found a contemporaneous, undisclosed board-size reduction inequitable, ordered the window reopened and gave the activists a second shot at submitting a proper nomination notice. The takeaway: the law rewards substance and process; gamesmanship risks reopening the door.
- Narrative risk trumps courtroom wins: “You can win the battle over these bylaws but lose the war,” Rudisill cautioned. Activists litigate to “shame and embarrass,” not just to cure bylaws missteps. Brownridge added that such issues can be powerful private settlement levers – best resolved offstage when material issues are at play.
Who’s knocking: more first-timers, more M&A
- New faces, familiar asks: Roughly two-thirds of 2025 US campaigns involve occasional or first-time activists (an all-time high, per Goldman data), making threat detection harder. “You just may not know where the threat is coming from,” Rudisill warned.
- M&A back in the frame: With the equity markets opening back up and US deal appetite rebounding after a Q2 pullback, “sell the company” and breakup themes have reemerged as key campaign planks for activists of all sizes. Expect renewed M&A activism “particularly around tech companies with $500M to $10B market cap,” according to Roegge, as strategics and sponsors gear up for a hot dealmaking environment over the next 12 months.
Universal proxy + withhold campaigns + litigation = a new settlement dynamic
- Better nominees, more committees: Activists are winning more through settlements – often by adding highly qualified independent directors to their slates and demanding the formation of board committees with strategic or operational mandates – than at the ballot box.
- Control slates are harder: Mix-and-match voting under universal proxy makes partial refreshes easier and full control slates harder, nudging both sides toward negotiated outcomes.
- Swarming persists: Multiple funds engaging “in parallel” (and often without formal “group” formation) amplifies pressure. Golden called it the end of the “stonewall” era: “Access to management and boards happens faster,” and boards are “open to the idea of communicating with would-be activists.” Swarming, Brownridge noted, “puts a lot of pressure on the company when it comes to determining how to resolve a situation, how to settle and what the settlement actually looks like.”
Preparedness: ditch the static playbook of decades past
Cooley partner Jamie Leigh framed it simply: “Make defense and engagement more real, more real-time and more germane to the business.” In practice:
Board readiness
- Run an activist’s playbook on yourself quarterly: total shareholder return (TSR) vs. peers (1/3/5 years), capital allocation, R&D/capex discipline, governance pain points (tenure, skills mix, say-on-pay support, individual director performance).
- Maintain an internal pipeline of directors and refresh proactively: Don’t wait for a campaign to introduce needed skills and position your board for success.
- Put a rights plan “on the shelf”: “Having a poison pill ready to go … so that you can adopt it within 24 to 48 hours [is] critical,” Roegge advised, as significant stake-building continues to be an effective pressure tactic.
Engagement and communications
- Speak with one voice, board-led: Tighten protocols so directors route outreach through the CEO/chief financial officer/general counsel. Assume everything could be public. Train on Regulation Fair Disclosure and discovery risks (e.g., texts, Slack).
- Modernize the PR stack: “The media landscape is not just the [Wall Street] Journal, the [New York] Times, Reuters, Bloomberg anymore,” Golden stressed. Prepare digital, social and retail shareholder strategies; don’t wait to get “punched in the face” to build content and cadence.
- Stock surveillance and sentiment: Monitor activity, map decision-makers at top holders and close the “signal vs. noise” gap Golden highlighted between the company’s investor relations front lines and the board.
Process and timing
- Tabletop exercises: Run mock engagements and ISS/Glass Lewis sessions. Keep “break-the-glass” materials current, not stale.
- Be early, not easy: As Rudisill observed, boards are increasingly testing “low-cost solutions” early to save time and demonstrate reasonableness – without needlessly “caving.”
- Keep contests about substance: Gamesmanship isn’t the answer, but boards should be confident in governance frameworks installed on a “clear day” and hold activists accountable for material shortcomings in nomination materials.
Outlook: what to expect in 2026 and beyond
- More withholds, more private nominations: Expect activists to keep using private placeholder notices and alternative activism strategies to preserve leverage, including after windows close.
- Steady contests, quicker settlements: Contests should remain stable to down as universal proxy continues to channel outcomes into negotiated outcomes.
- M&A activism to climb: With sponsors increasingly active and initial public offerings reopening, watch for a resurgence of sale/breakup themes, “bumpitrage” on announced deals and contested separations – particularly in tech and industrials.
Three quotes to remember
- Sean Brownridge: “The universal proxy rules … haven’t been that much of a win [for activists]. … They haven’t been winning in a big way in proxy contests, but they have been in the settlement environment.”
- Jim Golden: “A no-confidence vote … has serious ramifications, and it’s cheaper [than a full proxy contest],” turning defense into “a true PR narrative campaign.”
- Neil Rudisill: “You can win the [bylaw] battle but lose the war” if the public narrative becomes about governance failings rather than strategy and performance.
Bottom line
Activism in 2025 rewards boards that prepare on a clear day, engage with discipline, and demonstrate both value and an achievable go-forward plan. Universal proxy made mechanics more flexible; litigation made process more important; withhold campaigns extended engagement windows and intensified proxy season. Prepare accordingly.
