Activism, Engagement, And The Future Of Shareholder Influence (Video) – Shareholders

Shareholder activism has always been about leverage — how
investors use the tools at their disposal to influence companies.
At Barnes & Thornburg’s 2025 Public Company Shareholder
Engagement Summit, I had the privilege of moderating a panel with
Alison Klein (Vita Coco), activist investor Michael Levin, and
Tiffany Posil (SEC). The discussion made clear that the rules of
engagement are shifting, and boards cannot assume yesterday’s
playbook will work tomorrow.

Universal Proxy: A Permanent Shift

The universal proxy card is no longer a new experiment; it is
now a permanent feature of contested elections. Investors can
select nominees across slates, lowering the barrier to entry for
activists and forcing boards to earn support director by director.
As one panelist put it, “Every seat is now in play.”

For boards, this means skills matrices and proxy disclosures
must do more than check boxes. They must persuade shareholders why
this director belongs in this seat at this time.

Beyond the Proxy Fight: The Rise of “Vote No”

Not every activist campaign comes with a competing slate.
“Vote no” campaigns — where shareholders withhold
support from targeted directors — are proving to be a potent,
low-cost tactic. Even when directors survive reelection,
reputational damage lingers, and boards face pressure to respond.
The message is clear: investors don’t need to win outright to
make their point.

Engagement Is a Year-Round Discipline

Our panelists agreed that the most effective defense against
activism is not a defensive maneuver at all — it is
continuous, credible engagement. Boards that explain their
rationale early, invite shareholder input, and demonstrate
responsiveness are less vulnerable when scrutiny intensifies.
Engagement is not a springtime ritual; it is a standing agenda
item.

Proxy Advisors and Institutional Investors: Still Influential,
Not Infallible

ISS and Glass Lewis remain powerful voices, but their influence
is no longer automatic. Investors are increasingly willing to
depart from advisor recommendations where companies demonstrate
transparency and a compelling case. Large institutions, too, are
recalibrating — showing less support for prescriptive social
and sustainability initiatives while sharpening their focus on
governance, compensation, and accountability.

The signal for boards is straightforward: don’t assume that
an unfavorable recommendation seals your fate, but also don’t
assume investors won’t dig deeper.

Rookie Mistakes Can Be Costly

Our panel heard stories of companies tripping over basic
mechanics — from last-minute scrambles to secure shareholder
voting platforms to disclosures that left investors more confused
than informed. For newly public companies in particular, these
“rookie mistakes” can create openings for activism. The
antidote is preparation: assign responsibilities clearly, start
early, and pressure-test disclosures before they go out.

What Comes Next

Shareholder activism is evolving, but its trajectory is
clear:

• More tools, lower cost. From universal proxy
  cards to withhold campaigns, activists have more ways to apply
  pressure.




• Greater scrutiny on director skills. Boards
  must explain why each seat matters.




• Engagement as expectation. Shareholders
  measure credibility not only by what is disclosed, but by when and
  how companies communicate.

Boards that treat activism as a seasonal risk will be playing
catch-up. Those that embrace sustained, transparent dialogue will
be better positioned to turn scrutiny into trust — and trust
into resilience.

You can also watch the panel in its entirety.

self

The content of this article is intended to provide a general
guide to the subject matter. Specialist advice should be sought
about your specific circumstances.