2026 proxy season: What’s about to change and why it matters

The team breaks down the changes poised to redefine boardrooms and investor influence next year

–Glass Lewis is considering registering as a US investment adviser, a move that would bring increased SEC oversight but could ease criticism from corporate leaders and Republican lawmakers.

As reported by Reuters (paywall), Glass Lewis’ chief strategy officer Cheryl Gustitus said the firm is ‘seriously considering’ registration, though no timeline has been set.

The potential shift follows broader efforts by CEO Bob Mann to reshape the proxy adviser’s role in corporate governance. In 2027, Glass Lewis plans to end its traditional ‘benchmark’ voting recommendations, offering clients multiple research frameworks instead. ‘We’re trying to evolve, we’re not digging in,’ Gustitus said.

Glass Lewis and rival ISS have faced political pressure over their influence on shareholder votes, particularly on executive pay and climate issues. ISS has been SEC-registered for 25 years; Glass Lewis previously withdrew its registration in 2005.

–Italian luxury group Armani has appointed a new eight-member board to guide its transition following the death of founder Giorgio Armani in September.

As reported by Bloomberg (paywall), the reshuffled board keeps three seats for family members, including longtime collaborator Pantaleo Dell’Orco as chairman, alongside family representatives Silvana Armani and Andrea Camerana.

New additions include industry figures such as Marco Bizzarri, John Hooks and Italian businessman Angelo Moratti, plus directors Federico Marchetti, founder of online retailer Yoox, and CEO Giuseppe Marsocci.

The new board will oversee the planned sale of a 15 percent stake in Armani within 18 months or a possible public listing, in line with the late founder’s will.

–US stock exchanges have urged the SEC not to allow crypto firms to ‘bypass’ existing securities‐market rules, says Reuters.

In a letter dated November 21, the World Federation of Exchanges (WFE), which includes members such as Nasdaq and Deutsche Boerse, warned that granting exemptions to firms offering ‘tokenized’ stocks could undermine investor protection and weaken market integrity.

Some crypto companies are seeking so-called ‘innovation exemptions’ to sell tokens pegged to traditional equities without registering as broker-dealers.

While the WFE called blockchain-based tokenization a ‘natural evolution’ of capital markets, it insisted that any platform operating in equity trading must follow the same regulations as traditional exchanges.

–The Commodity Futures Trading Commission (CFTC) said in a press release that it has issued a new interpretation clarifying when a futures commission merchant can post client-owned securities, or securities bought with client funds, with foreign brokers or clearing houses to margin foreign futures and options under Part 30 rules.

The update lifts a long-standing constraint for US clients trading international derivatives, freeing up more than $22 bn in collateral for redeployment in US markets.

Acting chair Caroline D Pham highlighted the move as part of broader efforts to support American competitiveness and reduce regulatory burden. ‘The commodity derivatives market is global, and American businesses should be able to hedge their risks overseas without being penalized,’ she added.

By giving clarity on the application of CFTC Regulation 30.7, the decision aims to lower costs for firms accessing foreign markets, a win for cross-border derivatives trading.

–Comcast will pay a $1.5 mn fine after a data breach involving a former vendor exposed personal information of 237,000 current and former customers.

According to Reuters, the breach occurred in 2024 at Financial Business and Consumer Solutions, a debt collection agency that stopped working for Comcast in 2022. Hackers accessed sensitive data belonging to customers of Comcast’s internet, TV and home-security services.

Under a settlement with Federal Communications Commission, Comcast must implement a robust compliance plan – strengthening oversight of third-party vendors, improving data-protection protocols and appointing a compliance officer.

Comcast said none of its own systems were compromised and did not admit wrongdoing. The penalty underscores growing regulatory scrutiny over vendor-linked data security failures.

–US investor Steven Wood has once again pushed for a shake-up at Swiss watchmaker Swatch Group, unveiling six proposals aimed at reforming the company’s board and governance structure.

According to Reuters, through his firm GreenWood Investors, which holds around 0.5 percent of Swatch’s share capital, Wood wants to allow bearer shareholders, who own a majority of the capital but have limited voting rights, to elect three board representatives.

The move marks a renewed effort after his failed attempt earlier in 2025, when the controlling Hayek family blocked his board nomination.

Rather than calling an extraordinary general meeting, GreenWood plans to raise the proposals at Swatch’s next annual meeting, seeking broader representation and a stronger push to refocus the company on its luxury brands like Breguet and Blancpain.

–A Delaware judge has approved a $5.9 bn bid for Citgo Petroleum’s parent company, clearing the way for acquisition by an affiliate of Elliott Investment Management.

As reported by Bloomberg, the court-approved winner, Amber Energy, prevailed in the auction thanks to a package that included a $2.1 bn payment to bondholders of a defaulted Venezuelan bond, a key factor that made its bid the most likely to close.

Under the court’s timeline, a finalized sale order must be signed by Monday, pending agreement among all parties and US regulatory approvals.

Amber Energy, which plans to continue operating under the Citgo name, has pledged to invest in the company’s assets and maintain operations, a significant shift after years of legal wrangling among Venezuela’s creditors to recover billions.

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