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Nominating an alternative slate of directors is about the best leverage an activist can get. But some are choosing a leaner, less costly approach, urging shareholders to withhold votes from incumbent board members.

Unlike traditional proxy battles, withhold campaigns skip nominating a new slate or waging lengthy solicitation wars. Instead, activists call for the removal of specific directors, often those responsible for compensation or governance issues, to send a message without escalating to a full confrontation.

The Diligent Market Intelligence (DMI) editorial team has reported on 33 distinct activist withhold campaigns over the 12 months ending June 17, up from 23 such campaigns in the same period of 2023–24 and 24 campaigns over the same timeline in 2022–23.





Withhold campaigns are unlikely to replace proxy contests outright, but they can serve as a starting point or fallback for investors. They can also lay the groundwork for more aggressive moves.

“There could be a change in circumstances following the closure of the nomination deadline,” said Ryan Nebel, partner at Olshan Frome Wolosky. “Maybe 30 days ago they were on the fence and gave [management] the benefit of the doubt, and then something happens after the nomination deadline closes. So, it’s a way to hold these guys accountable somehow.”

Case in point is Jonathan Litt’s activist hedge fund Land and Buildings, which has launched multiple campaigns this year against executive pay practices in the U.S. REIT sector, urging shareholders to vote against compensation committee members at nearly a dozen companies.

“We’re not under the delusion that the board members would be voted out because of this,” Litt told DMI. “But I think this is really a call to action for these directors.” He noted that while none of the companies he publicly named have responded, many of their institutional investors have reached out to state their support.

Ancora Advisors’ withhold campaign at Forward Air, however, did succeed in forcing out directors. Incumbents George Mayes, Javier Polit, and Laurie Tucker, who were targeted by Ancora and fellow activist Lakeview Investment Group, 

 following the company’s annual meeting on June 13. The company said Polit and Tucker received a majority of the votes for their reelection but chose to resign voluntarily, while Mayes appeared to have failed to win majority support.

At Harley-Davidson, H Partners spearheaded a high-profile “Free the Eagle” campaign that criticized the board for pivoting toward electric bikes and lifestyle branding, arguing it came at the expense of the motorcycle maker’s chrome-and-steel heritage. Backed by Purple Chip Capital, the campaign urged shareholders to withhold support from CEO and Chair Jochen Zeitz, as well as directors Sara Levinson and Tom Linebarger.

While all three candidates were 

, H Partners noted that nearly half of all shares cast voted withhold on the targeted directors, and almost 90% of the non-passive institutional shares voted withhold.

“With such a large withhold vote, we call on the board to follow through on these promises," the activist stated, indicating it could reignite the campaign if disappointed by management follow-through.

At Wex, Impactive Capital also 

 of future action after a May withhold campaign resulted in CEO and Chair Melissa Smith gaining just 66.6% support, while Lead Independent Director Jack VanWoerkom secured 59.2% backing. Calling the vote ‘‘a clear message’’ that Wex shareholders no longer have confidence in the current board, the 7% shareholder said it intends to nominate “at least four directors for election at next year’s annual meeting, barring a significant reversal of the company’s underperformance or approach to engagement in the coming months.”

The trend extended overseas. In Japan, Oasis Management launched withhold campaigns against senior leaders at Kyocera, Taiyo Holdings, and Kusuri No Aoki. 3D Investment Partners targeted two directors at Nippon Steel, and Hibiki Path Advisors escalated its fight at Japan Pure Chemical by encouraging shareholders to oppose the company’s board slate after activist proposals were rejected. In the U.K., ESG activist Follow This led a withhold vote against BP that coincided with financially motivated activism at the oil supermajor.





Part of the appeal concerns cost. A full proxy fight can cost millions, with legal filings, PR consultants, and shareholder outreach. The 2024 Disney proxy battle with Trian Fund Management and Blackwells Capital cost close to $70 million, according to proxy statements issued by each party. In contrast, withhold campaigns often require only an exempt solicitation, a public letter, or a sharply worded X post.

The tactic also aligns with the current market mood. With political and economic uncertainty running high, many investors are hesitant to commit to a full-fledged campaign, according to people who spoke with DMI.

Regulatory changes are also reshaping the landscape. In February, the SEC issued Staff Legal Bulletin No. 14M (SLB 14M), reinstating a more company-specific approach to evaluating shareholder proposals, making it easier for companies to exclude proposals unless they are significantly related to the company's day-to-day business.

And in early June, a Federal court upheld changes to SEC Rule 14a-8 that raise the threshold for shareholder proposals: holders must now have $25,000 invested for at least one year, up from $2,000, with lower levels only after longer holding periods.

“There is now a very plausible future in which shareholder activists cannot get proposals on the management ballot,” said Sara Murphy of The Shareholder Commons. “14a-8 seems exquisitely vulnerable... because of our changes at the judiciary level.” Withhold campaigns, which sidestep the management ballot, provide a flexible alternative.





The effectiveness of withhold campaigns depends heavily on company bylaws. Many firms use plurality voting, where candidates with the most votes win, allowing directors to retain seats despite majority withheld votes. However, more companies now adopt majority-vote standards with resignation policies, requiring boards to address significant withhold votes or face shareholder backlash.

According to DMI data, 45 companies globally faced shareholder resolutions calling for the adoption of majority voting in 2024, up from 14 in 2023 and 16 in 2022. There have been 30 such resolutions filed in the almost six-month period to June 23 this year.

Even in companies with weaker bylaws, the reputational damage of a withhold campaign can resonate. Directors facing opposition may lose seats on other boards or face tough questions from investors.

“Opposition to a director as low as 11.4% can yield desirable behavior change at the company,” Murphy said, citing work by Dr. Ellen Quigley at the University of Cambridge. “There's even research that found that even as low as 6% opposition to a director will prompt that person to take very, very serious notice.” She added, “Directors are humans. They don't like to be opposed, and they do take notice when their shareholders are not supporting their candidacy.”

IN-DEPTH: Activists turn to withhold votes for cost-effective influence

How prepared are today’s boards to navigate a crisis? Diligent Institute and Corporate Board Member recently checked in with U.S. public company directors to see how they were feeling about 

 amid continuing economic uncertainty. The results revealed that directors rate the current risk level businesses face at a 6.8 out of 10 – a clear signal that crisis readiness should be a core governance priority, not a reactionary measure.

Enter the NextGen Board Leaders East Coast Summit, which was recently held at the New York Stock Exchange (NYSE). This program, sponsored by Wilson Sonsini and Meridian Compensation Partners, brings together experts and new public company board members under Chatham House Rule to discuss critical topics in corporate governance, including crisis management in uncertain times. Key insights from this session offer practical strategies for board members to prepare for and respond to various crisis scenarios effectively.

Crisis scenarios are broad – and often simultaneous

Boards should be prepared for a wide range of crisis scenarios, each requiring a tailored approach. These scenarios include significant product failures, unexpected changes in management, scandals or executive misconduct, major litigation, regulatory investigations, cybersecurity incidents, whistleblower complaints, CEO or founder stock pledges and liquidity events, delisting notifications, and acute stock price pressures. Each of these scenarios has unique implications and requires specific strategies.

These events are often interlinked. A visible issue can set off a domino effect – inviting regulatory attention, shaking investor confidence, and prompting customer concerns.

Many of these crisis scenarios are notoriously challenging to handle effectively under pressure. It’s not about predicting every crisis, but about being ready to respond with speed, clarity, and alignment when one arrives.

Crisis response starts with planning, not improvisation

What sets effective boards apart is preparation: whether they’ve built the muscle memory to respond decisively – or are left scrambling under pressure. That’s why it’s crucial for boards and management to prepare in advance, rather than reacting in the moment.

Key components of this preparation include

: Establish both internal and external teams that are ready to act when a crisis strikes. These teams should include legal, audit, PR/IR, and bankers to ensure swift decision-making.

: Develop clear reporting lines and control procedures to ensure that everyone knows their role and responsibilities when the stakes are high.

: Create a detailed crisis response plan or playbook that outlines the steps to be taken in various scenarios. Regularly update and review this plan to keep it relevant.

: Conduct simulations to test the crisis response plan and ensure that all team members are familiar with their roles and the overall process. Identify and address any blind spots.

: Develop a robust communications strategy for media and social channels. Digital platforms can rapidly amplify reputational risks and trigger concerns from regulators, investors, or customers.

Preservation of attorney-client privilege

: Establish clear protocols to preserve attorney-client privilege, such as involving in-house or outside counsel in all sensitive matters and establishing in advance which communications will include legal advice and how it will be documented.

When a crisis is identified, the following steps should be taken:

: Gather all relevant information to understand the scope and impact of the crisis. This involves a thorough and immediate investigation to ensure that the board and management have a clear picture of what is happening.

: Address and halt any illegal or unethical behavior immediately to prevent further damage. This step is crucial to mitigate the crisis and protect the company’s integrity.

: Engage lawyers, auditors, and a public relations or investor relations firm to manage the crisis effectively. These experts can provide the necessary legal, financial, and communication support to navigate the situation.

: Ensure that all communications are credible and balanced, while also recognizing the need for complete information. Consider self-reporting and the timing of disclosures to regulators, especially in light of legal obligations under Regulation FD and Form 8-K. Board members who receive direct inquiries from shareholders, the media, or other third parties should avoid providing substantive responses and instead direct all such communications to the General Counsel to maintain consistency and legal compliance.

Risk management requires more than oversight – it demands foresight

Enterprise Risk Management (ERM) plays a central role in crisis management, helping to identify and mitigate risks across the organization. Management is responsible for embedding ERM in strategy-setting and day-to-day operations, ensuring that risks are proactively identified and addressed. The board’s role is to oversee ERM as part of its fiduciary duties, with specific committees receiving regular updates on risk exposure within their remit.

To effectively manage risks, boards should:

: Receive detailed reports on mission-critical risks to maintain a clear, up-to-date understanding of potential threats.

: Capture key discussions, deliberations, and decisions in board minutes to demonstrate due diligence.

: Probe risk mitigation strategies with detailed, forward-looking questions to test assumptions and ensure thorough preparation.

: Ensure committee charters clearly allocate risk oversight responsibilities – avoiding duplication or gaps across the board.

Crisis management is both a governance test and a leadership moment. Proactive and strategic crisis management is essential – not just for protecting a company’s reputation, but to preserve its long-term stability and value. By preparing in advance, knowing the critical moves when crisis strikes, and embedding ERM into governance practices, board members can navigate challenging situations with confidence, agility, and sound judgment when it matters most.

Crisis management at the Board Level: Insights from the NextGen Board Leaders East Coast Summit

This article originally appeared in our June 23 edition of the Diligent Minute Newsletter. For more insights like these, delivered straight to your inbox, subscribe 

 conducted in partnership with Corporate Board Member, we ask directors of U.S. public companies to rate the current business environment on a scale from 1 to 10, with 10 representing the sunniest outlook possible.

How did directors rate business conditions this month? Only 4.4 out of 10. This tepid response raised no eyebrows on our end, especially given that the top three issues on directors’ minds — tariffs, inflation and supply chain disruptions — have been defined by seemingly constant volatility. Meanwhile, 57% of directors still predict a recession in the next six months.

As Joseph R. Bronson, a director on the board of PDF Solutions put it, “You can't forecast anything in this uncertain environment.”

Confidence in the U.S. business environment has been falling throughout 2025. May’s 4.4 rating by U.S. public board members was a drop from 4.7 in March and 6.7 at the beginning of the year.

But here’s the good news: Expectations for the future may be looking up. In our May survey, 40% of directors foresee improved business conditions in the months ahead, up from 36% percent in March. It’s only 4 percentage points, but it’s progress.

Also encouraging: Only 2 out of 10 (21%) of directors surveyed in May believe that conditions will deteriorate further. This is a dramatic change from 4 out of 10 (41%) in March.

“The policy transitions underway will be clearer [by this time next year] — and many will contribute to stronger forecast,” one director explained.

“We need to get through the short-term tariff overhang,” another remarked. “Underlying business activity will strengthen as uncertainty lessens.”

As the world waits for this to happen, how have boards been coping with it all? What lessons do they have to share? Here are some other takeaways from the 

Takeaway 1: Amp up conversations and innovation

Volatile circumstances demand adaptive governance. To achieve such responsive oversight, 42% of the directors we surveyed want to increase the frequency of their board’s strategy and risk discussions. Just over one third (35%) reported using AI tools for real-time data and risk analysis.

These findings make sense — especially in tandem. As today’s conditions spurs the need for more frequent conversations about risk and strategy, boards are also recognizing the need for real-time data and analysis to support these conversations.

“More boards are realizing that uncertainty is the new norm,” said Brian Kushner, Director at Resideo Technologies, pointing out that “many elements driving this uncertainty have been experienced in the past — just not all at the same time.”

Takeaway 2: Take action in strategic growth and risk mitigation

Given such uncertainty, is now really the right time to pursue growth?

For nearly half of the directors we surveyed, the answer is yes.

48% said they’re focused on growth in the second half of this year—despite prevailing uncertainty.

39% are addressing two areas most impacted by changing trade policies: supply chain diversification and pricing models.

36% reported risk mitigation efforts like reforecasting and scenario planning.

One director called the uncertainty surrounding tariffs “a lot of noise currently with unknowns” while noting the strength of the U.S. economy: “Fundamentals are sound.”

Want to delve more into how U.S. boards are dealing with the current business environment?

We have two resources to help you learn more: 

May's full Director Confidence Index report

deep dive into today's challenges of risk and uncertainty

Want regular access to original research in the field of GRC? Bookmark our 

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IN-DEPTH: Activists turn to withhold votes for cost-effective influence

Crisis management at the Board Level: Insights from the NextGen Board Leaders East Coast Summit

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