Activists enjoyed a banner year in 2025. From proxy contest wins at blue-chip companies to a partnership with Taylor Swift’s fiancé, engaged shareholders once again demonstrated their capabilities, creativity and readiness. As we discussed in the fall, this year’s activism menu also included the rise of “withhold” campaigns, notable Delaware litigations regarding advance notice bylaws and the continued prominence of investors “swarming” targeted issuers.
This article complements our earlier market update by completing our 2025 activism retrospective and ensuring that boards and management teams have the information necessary to assess the activism playing field in 2026.
Activism in 2025, by the Numbers
2025 was a record year for activism, with 255 campaigns, surpassing the previous record high in 2018.[1] Substantive activism increased nearly 25% on a year-over-year basis at Russell 3000 companies, with investors most frequently demanding governance changes and strategic action.[2] There was no “summer slowdown” in 2025 either—a spike of activity occurred in the third quarter, when 49 campaigns were announced, representing a 40% increase over 2024 levels. Looking at three-year campaign levels launched in July and August, those numbers sit at 20 in 2023, 25 in 2024 and 29 in 2025.
The top sectors targeted by activists were healthcare (18% of campaigns), financial services (15% of campaigns), technology (11% of campaigns), business services (10% of campaigns) and retail (9% of campaigns). Healthcare experienced the largest year-over-year increase in engagements (52%) and consumer goods saw the most significant year-over-year decrease in engagements (47%).
Consistent with historical trends for companies in the US, during the past year, issuers on the smaller end of the market capitalization spectrum suffered more activism than their larger counterparts. Collectively, micro- and nano-cap companies ran into 149 announced campaigns. In addition, there were 89 announced campaigns at small-caps, 57 campaigns at mid-caps, 20 campaigns at large-caps and three campaigns at mega-caps. With respect to what activists were demanding, more than 50% of campaigns involved an M&A theme and 35% sought a flavor of governance reform. M&A-related campaigns were effectively flat on a year-over-year basis, while governance-focused engagements dropped by 18%. As the M&A environment strengthened in the lead-up to 2026, M&A-related themes surged to represent 61% of global campaigns in the fourth quarter – the highest proportion in five years.[3]
In 2025, 36 campaigns resulted in board seats at Russell 3000 companies, reflecting a 26% decrease year-over-year.[4] Further, 48 campaigns resulted in board seats at US-incorporated companies, marking a 31% fall from 2024 levels. The split between board seats won via settlement relative to seats won through proxy fights was, as is typical, heavily one-sided, with settlements accounting for 92% of all campaigns that resulted in board seats.
“Look What You Made Me Do” – The “Celebtivist” Returns
Contrary to reports, and if 2025 was any indicator, “celebrity activists” have no intention of slowing down. Bill Ackman’s Pershing Square settled with Howard Hughes after a multiyear campaign. Carl Icahn initiated and settled a number of campaigns – including with casino-entertainment company, Caesars Entertainment – and continues to be an active Schedule 13D filer. To culminate a campaign that was initiated in 2020, Trian Partners entered into an agreement to acquire Janus Henderson. Third Point also remained active, including through a settlement agreement with CoStar Group.
While this past year demonstrated that well-known, traditional activists remain on the front line, a noticeable newcomer has joined them over the past few proxy seasons, including in 2025: the “celebtivist” – celebrities who have teamed up with activist hedge funds to drive change at public companies.
In October 2025, at the 13D Monitor Active-Passive Investor Summit in New York City, Scott Ostfeld, managing partner and portfolio manager at JANA Partners, disclosed JANA’s campaign at Six Flags. The announcement garnered more-than-typical media attention because of who JANA was partnering with: Travis Kelce, who said of the investment opportunity that the “chance to help make Six Flags special for the next generation is one I couldn’t pass up.”[5]
At the time of announcement, JANA’s economic interest in Six Flags was approximately 9% and valued at around $200 million. The company later disclosed that it was in discussions with Kelce to work together on a broader branding relationship to capitalize “on Kelce’s long history with our parks and his desire to help renew and enhance the fun and excitement he has enjoyed with us for future generations.”
Notably, Six Flags was not the first time that JANA locked arms with a celebrity. JANA previously worked with CC Sabathia and Dwyane Wade at Freshpet. Starboard Value has also teamed up with a celebrity – Shaquille O’Neil – in connection with an investment in Papa John’s.
As a matter of strategy, partnering with a “celebtivist” is attractive. Leveraging high-profile relationships can draw significant attention to campaigns, functioning to increase external pressure on issuers and drive retail shareholder interest. How activists will continue to bring public-facing personas into the fold remains to be seen, but companies should think creatively about rolling out the red carpet for Hollywood when appropriate.
In fact, celebrities have defended companies facing activism. When Dan Loeb’s Third Point targeted Sony, George Clooney publicly criticized Loeb’s attempt to influence the entertainment giant. George Lucas took a similar stance defending Disney in the face of its proxy fight with Trian. Lucas, the largest individual investor, voiced support for both Disney CEO Bob Iger and Disney’s board. Other influential personalities and celebrities – including the family of Walt Disney, Laurene Powell Jobs, Jamie Dimon, actor Josh Gad, and former CEO of Disney, Michael Eisner – also publicly supported Disney’s leadership.
Beware the Boomerang and New Foes in Old Places
2025 was marked by activists returning to old campaigns seeking fresh changes, in addition to previously-targeted companies being confronted by new activists.
The most notable example of a repeat campaign – a “boomerang campaign” – is perhaps what has taken place at Cracker Barrel. Sardar Biglari, owner of restaurant chain Steak ’n Shake and head of Biglari Capital, has initiated numerous campaigns at Cracker Barrel in a 14-year period.
Cracker Barrel’s CEO, Julie Masino, announced a three-year strategic transformation plan at the company, with the ultimate goal of revamping and modernizing the restaurant chain. Part of this strategic initiative involved pivoting away from the “Old Timer” logo and to a modernized brand image that would be easier to see on highway billboards. The new logo and streamlined interior sparked immediate outrage, and the company’s market capitalization dropped by nearly $200 million.[6] The backlash saw Cracker Barrel reintroduce its old logo and suspend the restaurant’s remodel.
Following the branding mishap, Biglari returned to Cracker Barrel and, in September 2025, put up a billboard in Nashville that read: “Fire the CEO.” Biglari focused his campaign on removing Masino and director Gilbert Dávila via a “vote-no” campaign at Cracker Barrel. In connection with the company’s 2025 annual meeting, Institutional Shareholder Services (ISS) and Glass Lewis, the two largest proxy advisory firms in the US, issued split recommendations and advised shareholders to vote against Dávila but stopped short of calling for Masino’s ouster. At the meeting, shareholders voted in favor of Masino and against Dávila.
Further, at Cracker Barrel’s 2025 annual meeting, the company submitted to its shareholders for ratification certain amendments to the company’s bylaws. The bylaw amendments prohibited candidates who fail to receive minimum levels of support in contested elections from being renominated for a limited period of up to three years, depending on the level of support received. Cracker Barrel also advanced a partial recoupment of proxy contest expenses to the extent that director candidates proposed by a shareholder are rejected by a significant majority of shareholders more than once during a five-year period. Both proposals passed.
As we highlighted in our fall update, the 2025 proxy season involved several prominent “withhold” campaigns. Like Cracker Barrel, Harley-Davidson was the subject of a combined “withhold” and boomerang campaign. H Partners first engaged with Harley-Davidson toward the end of 2021 and, in early 2022, entered into a cooperation agreement with the motorcycle company pursuant to which an H Partners principal was appointed to the board. On April 5, 2025, that principal delivered a publicly disclosed letter to the Harley-Davidson board, resigning as a director and requesting that the CEO, the lead independent director and a long-tenured director also tender their resignations. Shortly thereafter, H Partners filed a proxy statement soliciting shareholders to withhold on the reelection of those directors. ISS recommended that shareholders vote for all of Harley-Davidson’s director nominees, while Glass Lewis recommended that the directors targeted by H Partners receive withhold votes.
Ultimately, the three Harley-Davidson candidates opposed by H Partners – including the CEO – were reelected to the board. Later in 2025, the CEO, who was reelected at the company’s annual meeting by a thin margin, retired and, in August, the company announced a new president and CEO.
A campaign involving swarming and an old target encountering new challengers surfaced in November. Despite settling with JANA in 2018, Jack in the Box ran into Biglari Capital. Following Biglari Capital’s significant accumulation of stock, Jack in the Box adopted a poison pill with a 12.5% triggering threshold. Shortly thereafter, Biglari Capital announced its intention to run a proxy contest seeking the election of two director candidates, including Biglari’s founder.
Jack in the Box subsequently entered into a settlement agreement with GreenWood Investors. In connection with the settlement agreement, two independent directors were appointed, and the board formed a capital allocation committee. In late December 2025, Biglari Capital withdrew the nomination of its founder and then, in January 2026, withdrew the nomination of its remaining director candidate. Following the withdrawal of its nominations, and as of this writing, Biglari Capital is pursuing a withhold campaign targeting Jack in the Box’s chairman at the company’s 2026 annual meeting, which is scheduled to be held in February.
Boomerang and repeat target campaigns illustrate that companies remain vulnerable to activism from familiar and new foes from year to year. Frequently, bridging the gap with an activist does not yield long-term runway with the same investor or other shareholders holding separate (even if related) gripes. It’s critical that companies remain focused, diligent and proactive after resolving an activism engagement and objectively assess vulnerabilities, particularly as they relate to performance.
CEOs in Focus
Activists view CEO turnover as an opportunity to pursue campaigns. During the past year, 18% of US campaigns were initiated following CEO turnover, a 38% increase over the four-year average.[7] In turn, activists infrequently make CEOs the focus of their campaigns, given the attendant complexity of proxy contests and settlements involving the removal of a company’s leader. More often, CEOs experience post-campaign pressure from activists.
In keeping with the above, 2025 was a record year for activist-driven CEO turnover, with 32 CEO resignations in the US within one year of an activist campaign, representing a 60% increase over the four-year average. Of those 32 CEOs who turned over in 2025, 16% were CEOs of companies in the S&P 500.[8]
For example, in August, at railroad leader CSX, Ancora Advisors urged the company to pursue a merger or replace its CEO if a transaction could not be consummated “in a timely manner.” In September, the CEO left the company. Ancora quickly claimed credit for the turnover, applauding the CSX board and its appointment of the new CEO.
Numerous activists targeted Kenvue, including Starboard Value, which agreed to a cooperation agreement with the company pursuant to which three new directors were appointed to the board. Jeff Smith, Starboard’s CEO, was among the designees. Within months of the settlement, Kenvue announced a CEO transition and an ongoing review of strategic alternatives. In November, Kenvue agreed to be acquired by Kimberly-Clark at an enterprise value of approximately $48.7 billion.
A high-profile CEO departure also occurred at lululemon following public pressure from the company’s founder and former CEO, Chip Wilson. In October, Wilson took out a full-page advertisement in The Wall Street Journal titled, “lululemon: in a Nosedive.” The missive admonished the company’s board and was highly critical of Calvin McDonald’s (the company’s then-CEO) performance. In December, the company announced that McDonald would step down as both the CEO and a director at the end of January 2026. Wilson met that announcement with further criticism and concern over the board’s approach to succession planning. As of the date of this article, Wilson is pursuing a proxy contest at the company seeking the election of three new directors.
Outside the US, in February 2025, it was reported that Elliott Investment Management was engaging with BP, the energy “supermajor,” and seeking “transformative” strategic changes, including to address the company’s operational underperformance. In July, BP announced the appointment of a new chair, highlighting his track record in “operational delivery with a focus on cost efficiency, disciplined capital allocation and cash flow generation.” In December, BP announced a CEO transition, this time underscoring the new CEO’s “focus on business improvement and financial discipline.”
Regardless of activism, it is crucial that boards understand their CEO succession pathways and, when an activist appears, maintain an appropriate level of readiness for potential leadership turnover, even after a campaign has resolved.
Perspectives on Activism in 2026
Activism levels remain elevated, with no sign of slowing down. Engagements were historically tied to the traditional annual meeting calendar, but “proxy season” is no longer seasonal – it is a year-round affair as activists and their advisors multiply their strategies and objectives. As ever, boards should prepare for potential activism and understand their plan in the event an engaged shareholder knocks.
In 2026, we anticipate that activists will continue to pursue alternative activism strategies, on the heels of 2025, when low-cost campaigns yielded outsized results on a relative basis. In addition, the trend of issuers and shareholders reaching settlements before public agitation will likely continue as the activism ecosystem matures around the true import of the universal proxy rules. But, this year, we will be monitoring for public boomerang campaigns arising at companies that previously reached détentes with activists.
With blockbuster M&A and deal activity in full bloom, we will be watching for increased “sell the company” and breakup themes, more “bumpitrage” on announced deals and activists more frequently trying to stand in the way of closings. Further, our focus will also be on how activists continue to engage with relatively new public companies, including the increasingly short runway that investors have been affording the boards and management teams of such issuers.
Finally, engagement creativity does not need to be limited to activists. Engaged shareholders dedicate significant time and resources to identifying ways in which they can focus other investors on their campaigns. Companies should too. While issuers do well when they are proactive in aligning shareholder support before activism, there is much opportunity to expand the ways in which companies reach the electorate when a proxy contest is at hand.
[1] Barclays Shareholder Advisory Group, 2025 Review of Shareholder Activism (the “Barclays Review”).
[2] Other than with respect to campaigns by market capitalization or as otherwise noted, data in this section of the article includes only Russell 3000 companies and activism campaigns that were announced during 2025.
[3] Barclays Review.
[4] The authors acknowledge that campaign data may change as campaigns announced in 2025 are resolved in 2026.
[5] Lauren Thomas, Travis Kelce Teams Up With Investor for Activist Campaign at Six Flags, The Wall Street Journal (Oct. 21, 2025).
[6] Aimee Picchi, Cracker Barrel loses almost $100 million in value as stock plunges after new logo release, CBS MoneyWatch (Aug. 25, 2025).
[7] Barclays Review.
[8] Id.
