Governance Insights 2026 Shareholder Activism in Canada: Surprising Resilience and Shifting Dynamics
Over the longer term, sustained pressure on proxy advisors could accelerate the broader industry shift away from standardized benchmark voting toward more customized policies that better reflect the diverse priorities of individual institutional clients. This evolution may encourage Canadian issuers to deepen direct engagement with their shareholder base, as voting outcomes become less reliant on uniform proxy advisor recommendations and more tailored to specific investor objectives. RETAIL VOTING PROGRAMS: EXXON MOBIL TESTS UNCHARTED WATERS In September 2025, the SEC issued a no-action letter confirming that it would not recommend enforcement action against Exxon Mobil Corporation’s retail voting program. The program, adopted by Exxon to address low retail shareholder participation at its meetings, allows shareholders to provide standing voting instructions to Exxon to vote their shares in accordance with the recommendations of Exxon’s board of directors at each annual or special shareholder meeting. Notably, shareholders must opt in to the program. Once enrolled, their shares are voted in line with management’s recommendations, unless the shareholder proactively opts out by submitting a specific proxy vote for a particular shareholder meeting. Shareholders may elect to provide standing instructions for all matters or for all matters except contested director elections or any transaction requiring shareholder approval. The potential impact of such programs could be significant, as activists may need to campaign for “opt-out” elections from participating shareholders who would otherwise not vote at meetings. Such voting programs are likely to face heavy scrutiny in Canada, including legal hurdles, as Canadian corporate statutes do not permit standing voting instructions in perpetuity (unlike in New Jersey, which governs Exxon, and Delaware, where proxies can expressly remain valid past the statutory default). For example, under the Canada Business Corporations Act and other provincial corporate legislation, proxies are valid only for the meeting in respect of which they are given or any adjournment thereof. In certain provinces, including Ontario, proxies are valid for up to one year.
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