Proxy Voting: A Critical Tool for Individuals and Investors to Influence Corporate Behavior 

By Elizabeth R. Levy 

Proxy voting enables equity (or stock) investors to participate meaningfully in the decision-making process of the companies they own. Proxy voting is one tool in a broader ecosystem of shareholder advocacy that enables shareholders to influence the policies governing companies.  

Proxy voting gives social investors a powerful tool to pressure corporations to act more responsibly. At Clean Yield, we are dedicated to ensuring that our clients’ best interests and values are reflected in their proxy ballots.  

After some initial changes in early 2025, the SEC in late 2025 and early 2026 continued to change shareholders’ rights and proxy voting regulations, shifting long-standing processes and resources in material ways. The rights of equity investors to have a say in the companies they own stock in are being curtailed in several key ways, which we believe will limit stockholders’ ability to help shape corporations’ social and environmental impact.  

In this article, we explain what proxy voting is, how it fits into the broader shareholder advocacy system, and recent changes to this process.  

Who Participates in Proxy Voting, and Why Do They Have a Right to Do So?  

When an investor chooses to invest in a specific company, they can opt to be a debt investor, purchasing a bond that will be repaid, or an equity investor, purchasing stock and thereby owning a portion of the company. Equity (or stock) investors take on risk alongside the company—if the company goes bankrupt, stock investors typically lose their investment. As owners of the companies they invest in, equity investors have the right to express opinions on their companies’ management and governance.  

As shareholders in publicly traded companies, equity investors can vote on key governance issues, such as board directors, executive pay, and major corporate actions, at required Annual General Meetings (AGMs). These votes give these stakeholders a formal voice in company decisions and in its future direction. 

Through a highly regulated process, equity investors have also had the right to place shareholder proposals for a vote at the meetings. This system allows investors not only to vote on routine governance decisions but also to push companies to adopt more progressive policies across environmental, social, and governance matters.  

What Is Proxy Voting?  

As very few shareholders attend AGMs, many cast their votes via proxy voting. In advance of AGMs, typically held in the spring, companies issue a proxy statement and corresponding ballot to shareholders, which must be submitted by a stated deadline. The proxy statement summarizes each proposal, including those submitted by shareholders, to be voted on at the meeting, such as the election of board members, approval of executive compensation plans, and environmental, social, and governance proposals put forth by investors.  

Proxy voting gives social investors a powerful tool to pressure corporations to act more responsibly. While Securities and Exchange Commission (SEC) regulations constrain the scope of the proposals that activist shareholders can put on the proxy ballot, social investors have been successful in winning majority votes on a range of issues. While these votes are non-binding, they send a strong message to corporate boards and executive teams about how their shareholders want the company to act. 

These proposals are often the result of Shareholder Engagement work conducted by Clean Yield and other like-minded investors throughout the year.   

What Is Shareholder Advocacy, and How Does Clean Yield Use Proxy Voting for Advocacy Work?  

The engagement and advocacy work conducted by investors such as Clean Yield encompasses a variety of tools and methods to use our clients’ capital to make a positive impact on the world. We work with our partners to identify the issues we want to focus on for the year, the companies we want to engage with, and the intersection of the two. Particularly when we think dialogue may result in filing a shareholder resolution, it’s important that we identify a specific client upfront who meets the requirements for filing resolutions, which include that the investor has held a minimum required number of shares for a minimum required period of time. 

Once the issues, the company, and the client are identified, we contact the company to engage regarding the specific topic. In general, at this stage, we hope to engage with the company to learn more about its approach to managing specific issues we believe are material to its business. If the dialogue with the company is not progressing, we may then choose to pursue filing a shareholder resolution.  

There are a few pathways after the resolution is filed. We can continue dialoguing with the company, and, in the best-case scenario, we will be able to negotiate an agreement to withdraw the resolution, such as if the company commits to improved policies or practices, or enhanced disclosure. 

 

What Has Changed Recently Around Shareholder Proposal Rights?  

In December 2025, the SEC announced that companies can omit shareholder proposals without asking the SEC’s permission. Under prior rules, companies that wanted to omit shareholder proposals would have to essentially ask the SEC and provide a rationale for why the resolution was inappropriate for inclusion.  Under the new rules, however, companies need only notify the SEC that they are doing so.  ​​Reducing investors’ rights to file and vote on shareholder proposals at corporate AGMs undermines one of the core principles of stock investing. Equity owners take on the risk of failure alongside companies. In return for taking that risk, we have the right to exert our ownership through voting at the AGM in ways we see fit, and to place items for a vote at the meeting.  

What Is the EDGAR Database and Why Is It Important to Investors?  

For decades, stockholders of every size have posted informational filings, called exempt solicitations, to the SEC’s Electronic Data Gathering, Analysis, and Retrieval (EDGAR) system as part of their efforts to provide fellow investors with material information and recommendations ahead of stockholder votes. The posting via EDGAR, along with other dissemination, helps ensure the notices reach fellow shareholders and analysts.  

What Has Changed Recently Regarding the EDGAR Database?  

In January 2026, the SECʼs Division of Corporation Finance announced that shareholders who own less than $5 million in a company’s stock will be barred from using the EDGAR database, a taxpayer-funded public service previously available to stockholders of all sizes. The policy erects a very high bar that Main Street investors cannot meet, effectively cutting off this channel and restricting the platform’s use to the largest investors. 
 
Sanford Lewis, Director and General Counsel of the Shareholder Rights Group, was among a delegation that met with representatives of the SEC Division of Corporation Finance. In the meeting, Lewis urged the Division on behalf of the Shareholder Rights Group to rescind the new policy: 
 
“The SEC’s EDGAR database is the leading public forum and record for disclosures regarding upcoming annual meeting votes. The new measure strikingly tilts the playing field and this public record, allowing companies to post to the SEC record their solicitations regarding support for directors or other company initiatives and opposition to shareholder proposals, but cutting off access for most investors to respond.” 

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Liz Levy is responsible for researching publicly traded equities and managing client portfolios, having joined Clean Yield in June 2024. She brings more than 20 years of experience in Sustainable Investing. She is a Chartered Financial Analyst and is passionate about aligning investment portfolios with values, with deep experience in managing divested, fossil fuel-free, and clean energy investments.