confident that it satisfies the new eligibility criteria (which are stricter than under the pilot program) to ensure its shelf prospectus is valid. A new WKSI shelf has a longer life (37 months), subject to annual confirmation of the issuer’s continuing eligibility. In late 2025, in response to rumblings that the U.S. might shift to a semi-annual reporting regime, the CSA proposed a multi-year pilot initiative to allow eligible venture issuers with annual revenue of no more than C$10 million to voluntarily adopt semi-annual financial reporting. For more on this topic, see our bulletin CSA Pilots Semi-Annual Financial Reporting . Shareholder Proposals Climate and other ESG-related proposals remained a regular feature of the Canadian proxy season, with little indication that the anti-ESG sentiment seen in the U.S. has materially influenced voting behaviour in Canada. In the financial services sector, climate-related proposals in 2025 generally avoided calls for new targets or commitments. Instead, they focused on disclosure regarding how climate risks are assessed and integrated into business decisions. These proposals attracted meaningful shareholder support by Canadian standards, even where boards recommended voting against them, suggesting that disclosure- based proposals framed around risk oversight can resonate with institutional investors. Similar patterns were evident in the energy, infrastructure and mining sectors. Climate-related proposals increasingly focused on board accountability, transition assumptions and transparency regarding capital allocation, rather than on directing specific operational outcomes. In the mining sector, shareholder attention continued to centre on how boards oversee environmental and social risks that affect permitting, community relationships and long-term asset value. Across these sectors, proposals tied to board oversight and transparency generally performed better than proposals seeking to prescribe operational decisions. As we expected last year, proposals opposing virtual-only shareholder meetings again received some of the highest levels of shareholder support in 2025. This reflects continuing investor sensitivity to shareholder rights, access and board accountability. The 2025 proxy season also saw an increase in proposals related to AI. Although shareholder support for these proposals remained limited, they are likely best understood as early indicators of emerging expectations. As we look ahead to 2026, we expect that AI-related proposals are likely to become more tailored to specific industries, with greater focus on operational risk, data use and board oversight. For Canadian issuers, the takeaway is clear. Boards and management teams will be best positioned to manage shareholder proposals if, with the benefit of meaningful shareholder engagement, they clearly articulate how key business risks are overseen and provide disclosure that anticipates shareholders’ increasing expectations in this regard.
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Governance Insights 2026
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