Valued Like Winners, Treated Like Targets

This spring’s proxy season doesn’t punish weakness — it exposes gaps between narrative and performance. Companies trading at premium multiples with flat returns aren’t avoiding scrutiny. They’re attracting it. The new activist thesis is simple: when narrative outpaces performance, the disconnect becomes the bullseye. Targets are

no longer limited to operational underperformers. They include companies whose equity prices signal discipline but whose results fail to confirm it. Valuation without delivery is now a trigger — not a shield.

New Activist Campaigns Won’t Begin With a Letter… They’ll Begin With Data.

Activists are deploying artificial intelligence (AI) to surface gaps between narrative and performance, identify governance friction and model vulnerability before boards and their advisors or management have aligned internally on risk and response sequencing. What once required weeks of analyst work now takes minutes. Campaigns are forming earlier, narrower, faster. Strategic buyers aren’t waiting for proxy fights to unfold. They’re stepping in upstream — before pressure becomes public. Boards now face governance scrutiny shaped less by conversation and more by code. Investors’ internal policy engines, portfolio-level screens and automated voting frameworks convert public disclosure into standardized scoring models.

Director tenure, refreshment cycles, compensation, committee structure and skills matrices are evaluated against preset thresholds — often before engagement begins. Falling outside those thresholds can trigger default opposition, even without an activist in sight and before a company has recalibrated its positioning.

This isn’t just another proxy season. It is a faster, flatter and more unforgiving landscape for corporate control. Operating on last year’s playbook and cadence risks being procedurally behind before the campaign is visible. Sequencing — not substance alone — increasingly determines advantage. This spring will not reward passive readiness. It will reward clarity, speed and leadership teams prepared for a game where the rules — and referees — have changed.

Hint: Proxy season has become less about what happens after materials drop and more about what occurs months before anyone reads them — when governance posture, disclosure language and structural signals are already being parsed, modeled and scored.

“That’s Not Me” Won’t be a Defense.

Deepfakes have already disrupted political and business arenas. It is only a matter of time before they migrate into proxy contests, earnings announcements and capital-markets events. Artificially generated audio, video and photographic forgeries can simulate executive remarks and boardroom scenarios with alarming credibility — often indistinguishable from authentic communications in the first critical hours.

When perception drives price, a fabricated CEO statement or manipulated activist message can trigger equity volatility before facts catch up. Deepfakes that generate disinformation are no longer theoretical. It is an emerging campaign tactic.

Hint: Deepfakes are false. Market reaction is not. And the company’s response — its timing, coordination and record — may quickly become part of the contest itself.

These attacks occur entirely outside an organization’s perimeter. There is no firewall for reputational contagion. No conventional defense. Unfortunately, most leaders — and many advisors — are not trained for the speed and magnitude at which a convincing fabrication surface, circulate and demand response. In minutes, narrative outrun verification. “Trust is like the air we breathe—when it’s present, nobody really notices; when it’s absent, everybody notices,” Warren Buffett observed.

Today, that air is thinning. Trust in institutions continues to erode. In that environment, boards, management and counsel must treat deepfakes as a governance threat — not a communications glitch.

Hint: Response architecture matters. Verification protocols, authority lines and coordinated communications must be established and rehearsed through tabletop exercises — before attacks happen, not after.

Recognize Proxy Advisor Dominance Collapse — and What’s Replacing It.

In January 2026, a Presidential Executive Order called for a formal review of proxy advisor influence, citing concerns about transparency, bias and concentration of power.  Two weeks later, JPMorgan Asset Management — managing more than $7 trillion in assets — announced it would sever reliance on ISS and Glass Lewis, replacing them with an internal, AI-driven voting and governance platform.  The signal was unmistakable.

ISS and Glass Lewis remain influential. Their recommendations continue to affect voting outcomes across U.S. public companies. But their dominance is no longer exclusive — or assumed.

Large asset managers have accelerated the buildout of internal governance teams and proprietary, technology-driven voting systems. Rather than relying solely on third-party recommendations, institutions are applying customized voting guidelines, portfolio-level analytics and automated scoring frameworks calibrated to their own policy architecture. Influence has not disappeared. It has decentralized.

In place of a concentrated gatekeeper model, institutions are deploying internal governance engines and default voting screens that convert public disclosure into algorithmic assessments.  These systems operate at scale across portfolios and are applied consistently, often without individualized negotiation.  For boards, the shift is structural. The center of gravity has moved from recommendation to infrastructure. Institutions are deploying internal governance models, automated policy frameworks and default voting screens calibrated to public disclosures rather than private engagement. These systems operate at scale across portfolios and are applied consistently, often without individualized negotiation.  At the same time, pass-through voting programs are expanding. Underlying fund holders can now direct votes under preset policy options, introducing additional variability into outcomes.

Boards face a proxy environment shaped by both traditional proxy advisors and decentralized automation.

Hint: Standard disclosures must align not only with best practice but with the internal logic of institutional voting systems. Once assumptions are embedded in those systems, reversing them becomes materially harder.

Votes Are Being Cast Before The Story is Told.

Default proxy settings and pass-through voting systems are increasingly locking in decisions before boards enter the conversation or initiate formal outreach. What was once engagement-driven is now partially automated at the front end.  For companies, the implication is structural: a meaningful portion of votes may be cast early, mechanically and with limited opportunity for later persuasion. Campaign timelines have shifted upstream. Messaging, engagement and visibility must begin months before proxy materials are mailed because the decisive window now precedes formal solicitation.

Hint: Traditional roadshow are a summary, not the strategy. Visibility planning now occurs before ballots are distributed — not after.

Shareholder Base You Can’t Ignore.

Individual investors are no longer passive observers. They are voting, organizing and influencing outcomes.  Proxy access embedded in brokerage apps and fintech platforms has transformed participation rates. Forums circulate voting guides, screenshots and commentary in real time.  Recent contests demonstrate that retail holders can affect margins, momentum and media framing — not merely by volume, but by coordination and speed. What once concentrated influence among a handful of institutions is now dispersed across millions of accounts.

Hint: Reaching this electorate requires communication that is early, concise and native to digital channels. Messaging must withstand institutional scrutiny and viral amplification simultaneously.

One Seat is All it Takes.

Universal proxy, in effect since 2022 under SEC Rule 14a-19, has lowered the barrier to board challenges. What once required a full-slate contest can now be mounted through a single-director nomination.  Single-seat contests are no longer exceptional. They are a regular feature of the governance landscape.  Institutional investors increasingly support targeted refreshment campaigns seeking one or two changes. These efforts require less capital, attract less media attention and are often framed as constructive rather than hostile.  That makes them harder to resist — and easier to win.

Hint: Advised boards to identify which seats are most vulnerable based on tenure,expertise alignment, voting history, committee assignments or visibility, and evaluate how each could be framed if challenged.

The value of every director must be articulated before it is tested. Delay risks losing narrative control. And in a proxy contest, framing advantage is often decisive.

Finally, When AI Starts Filing Proposals.

Artificial intelligence is no longer confined to analytics. Some institutional investors are experimenting with large language models to draft shareholder proposals, refine governance language and generate campaign frameworks.  Preparation cycles compress. Asymmetries widen. By the time a demand letter arrives, the analytical foundation — and increasingly the rhetorical framing — may already be built.  “Only when the tide goes out do you discover who’s been swimming naked,” Warren Buffett warned.

In 2026, tides move faster. Proxy season will not reward passive preparedness. It will reward disciplined architecture, aligned disclosure, decision velocity and leadership teams that understand control is contested long before ballots are printed.

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Richard Torrenzano is chief executive of The Torrenzano Group which helps organization takes control of how they are perceived™. For nearly a decade, he was a member of the New York Stock Exchange management (policy) and Executive (operations) committees. His new book is: Command the Conversation: Next Level Communications Techniques.