Jasper Street's “Briefing on 2026 Reincorporation Trends,” reviewing 2026 proxy season management proposals seeking to reincorporate to Texas or Nevada, finds that shareholder approval for such proposals is far from assured. Among the five shareholder votes involving sizeable, widely-held companies, average support was just 53% of shares outstanding, with two proposals failing to receive majority support. The report highlights Texas' emergence as a leading reincorporation destination alongside Nevada, while noting that the 2025 amendments to the Texas Business Organizations Code—which expanded the governance protections available to Texas public companies—have become an important factor in shareholder voting decisions. The report also reviews how the proxy advisors and the “Big Three” institutional investors approached these proposals, finding that while ISS and Glass Lewis generally opposed them, BlackRock, Vanguard, and State Street applied case-by-case analyses. Looking ahead, the report concludes that companies considering reincorporation should expect a closely contested vote and begin board preparation, shareholder engagement, and proxy planning well before filing the proxy statement.
Access additional resources on our Proxy Season 2026 and Shareholder Proposals pages.
This post first appeared in the weekly Society Alert!