 Activism newswire. To register for a demonstration and trial of the product,

Proxy contests have never been so costly, or so central to corporate strategy. Since 2021, battles at ExxonMobil, Disney and U.S. Steel have pushed budgets into the 10s of millions, with companies and activists alike assembling teams of bankers, lawyers and campaign specialists. The question that looms over every fight is simple: does money buy success? The answer, however, is more nuanced.

According to Diligent Market Intelligence (DMI) data, companies expected to spend about $4.6 million on average on proxy fights for the 2025 season while activists had budgeted around $1.8 million. Proxy solicitation fees alone now run to more than $600,000 for companies and close to $200,000 for challengers. “Tens of millions are not wasted if they keep a board intact or win access,” Tanner Kaufman of FTI Consulting told DMI. “You really get what you pay for.”

Recent years have shown that companies almost always spend more, sometimes significantly more. “The high-stakes proxy contest is going to have pretty significant implications for the board, strategy and future of a company,” Kaufman explained. “Companies are incentivized to put the strongest defense team in place, sometimes hiring two banks or two communications firms just to prepare for every outcome.”

In 2015, the average proxy cost for an activist was just over $636,000 with companies spending almost three times as much at $1.6 million. By 2024, this had climbed to $4.4 million for companies with a further 5% rise recorded in 2025. For activists, costs had reached $1.6 million on average in 2024 and climbed a further 12% this year.





The outcome of the campaign can also reflect the cost incurred. Campaigns that end with the activist securing at least one seat are almost always the most expensive for the dissident in pursuit of the board coming in at an average of nearly $5 million this year compared with barely a third of that sum when such efforts fail. Companies, however, pay around $5.6 million whether they win or lose. Even settlements, while cheaper, still average millions for both sides. DMI data show that proxy contests that concluded with a settlement carried an average $3.7 million cost for issuers in 2025, with activists recording an average cost of $700,000.

That financial threshold has concentrated the field. A cohort of investors including Trian Fund Management, Icahn, Elliott Management, Mantle Ridge and Ancora Advisors account for many of the key contests advanced since 2021 with the biggest fights the preserve of activists with both the capital and the appetite to spend heavily year after year.





An expanded and more sophisticated battlefield has also had an impact on proxy fight inflation.

“Once upon a time, campaigns were run by the triumvirate—the company, the lawyer and PR,” said governance advisor Keith Gottfried. “Now we see a much wider array of consultants.”

Regulatory changes have also fueled the rise. The universal proxy card, introduced in 2022, turned each director election into a separate referendum. That has multiplied the number of lines of attack and, with them, the costs. Campaigns today rarely rely solely on lawyers and PR. They now involve private investigators, stock surveillance firms and business-intelligence specialists who dig into directors’ backgrounds and shareholder movements.

The most expensive contests of the year illustrate how the costs have ballooned. At U.S. Steel, Ancora’s campaign stretched to an estimated $36.5 million, inflated by a books-and-records demand, a live investor webinar featuring its proposed CEO candidate, and a Washington lobbying push that intersected with a CFIUS review and presidential orders.

Elliott’s campaign at Phillips 66 cost roughly $33 million and stood out for its digital media use, including a dedicated podcast and YouTube series, while proxy statements reveal that the company itself hired more than 60 staff through its proxy advisor to solicit shareholders, with Elliott bringing in 48 staff for shareholder outreach.





The market uncertainty that reshaped the 2025 proxy season saw some players consider other more cost-effective options in their push for board change with an increase in the use of “withhold” campaigns, in which activists urge shareholders to vote against directors without nominating rivals. “The nomination notice is incredibly time-consuming and expensive,” Gottfried said. “A withhold campaign is a way to get around that, and I think we’ll be seeing more of them.”

Another popular option is the “conditional notice of withdrawal” where activists file nominations but withdraw once companies make concessions. Nelson Peltz’s first campaign at Disney ended in early 2023 after management promised cost cuts. More recently, Engine Capital called off its board push at rideshare service Lyft after the company expanded its buyback program in May. As Gottfried put it, “It’s a quid pro quo—it’s a lot cheaper and quicker.”

As they prepare for another season, activists themselves recognize the growing financial strain. “The economics that are on the table are factored into the strategy that investors pursue, and activism can get expensive,” Kenneth Mantel, a partner at Olshan Frome Wolosky, told a recent DMI webinar. “The type of activism that we’re typically dealing with when it comes to our clients, they are economically motivated. And really, they should be. That’s the way they’re going to add value for all shareholders.”



IN-DEPTH: Counting the cost of a proxy fight 

Cybersecurity isn’t just about protecting your own network. It’s about protecting the entire chain of partners, vendors, and subcontractors you rely on. One weak link can put everyone at risk.

That’s why the Department of Defense introduced the Cybersecurity Maturity Model Certification (CMMC). It’s designed to make sure every company in the defense industrial base (DIB) meets a baseline level of cybersecurity — not just the primes at the top of the chain.

If you want a real-world example of why supply chain security matters, look at the Target breach in 2013. Hackers didn’t break in through Target’s core systems. They gained access through a third-party HVAC vendor with weak security controls. That foothold allowed them to move laterally, ultimately compromising millions of customer credit cards.

The lesson is simple: attackers look for the path of least resistance. If they can’t get in through the front door, they’ll try the side door, the basement window, or any other weak point.

For the DoD, the risk is even greater. Sensitive military data isn’t just housed at large defense contractors. It often flows down to small and mid-sized suppliers — many of whom have historically faced fewer cybersecurity requirements. That makes them attractive target.

Self-attestation wasn’t enough, CMMC changes that

Before CMMC, many contractors were required to comply with 

 under DFARS 7012, but compliance was largely self-attested. On paper, companies could say they were meeting requirements. In practice, gaps were common, and enforcement was limited. 

It’s the DoD’s way of closing the gap that the Target breach exposed: the recognition that a single weak vendor can put the entire system at risk

Real-world example: A subcontractor scenario

Consider a small manufacturer providing a critical component to a prime contractor. The prime has strong cybersecurity in place, but the subcontractor relies on outdated systems and hasn’t invested much in logging or access control.

Attackers exploit that subcontractor’s weak defenses and pivot into sensitive project data. The breach doesn’t just harm the subcontractor — it compromises the prime, the DoD program, and ultimately national security.

CMMC is designed to prevent that scenario by ensuring every link in the chain — no matter how small — has verifiable security controls in place.

CMMC isn’t about punishing small businesses. It’s about raising the floor so the entire DIB can withstand modern threats. At Level 2, that means practices like:

None of these are exotic. They’re foundational. But when even one company doesn’t implement them, the risk multiplies for everyone they connect to.

Why this matters for every contractor, large and small

It’s tempting for smaller suppliers to think, “We’re too small to be a target.” The reality is the opposite: adversaries often target smaller companies precisely because they expect weaker defenses.

For primes, this creates another layer of pressure. They don’t want to risk losing contracts because their subcontractors aren’t compliant. As a result, primes will increasingly demand proof of CMMC certification from every supplier they work with — long before the DoD enforces it directly.

That means CMMC isn’t just about compliance with the government. It’s about maintaining business relationships throughout the supply chain.

Failing to certify isn’t just a compliance problem. It’s a business problem. Without CMMC:

You won’t be eligible for DoD contracts.

You’ll be cut from supply chains as primes refuse to risk noncompliant partners.

You’ll remain an attractive target for attackers looking for the weakest link.

The stakes are higher than fines or audit findings. It’s about whether your company remains part of the defense ecosystem at all.

Meeting CMMC requirements isn’t a matter of checking boxes once. It requires sustainable processes: evidence collection, remediation tracking, and ongoing monitoring. This is where the right technology, advisory partners and assessment partners come in.

Together, they make it possible for organizations — 

 — to meet requirements without grinding operations to a halt.

CMMC exists because cybersecurity is a chain — and chains are only as strong as their weakest link. The Target breach proved how costly that weakness can be. The DoD can’t afford to let the same happen across the defense supply chain.

Every contractor, from the largest prime to the smallest supplier, now has a role to play. Certification isn’t just a requirement. It’s the price of entry to protect sensitive data, keep contracts, and ensure the defense industrial base is resilient against modern threats.

In this new CMMC era, the companies that secure their link in the chain will be the ones that keep their place in it.

Don’t let a weak compliance posture put contracts at risk. Take the next step to protect sensitive data and secure your place in the defense industrial base. 

 about ensuring CMMC compliance for every partner, vendor, and subcontractor with Diligent.

Why CMMC exists: Security is only as strong as your weakest link 

This article originally appeared in our September 11, 2025 edition of the Diligent Minute Newsletter. For more insights like these, delivered straight to your inbox, subscribe

Governance leaders feel more confident about AI these days, if the findings from our latest 

We asked GCs their key areas of risk right now, and only 8% mentioned technological disruption. This calm was a little surprising to me, given the current frenzy to integrate AI and see results as soon as possible.

AI risk perceptions among governance leaders

recent episode of the Corporate Director Podcast

 particularly timely. We talked to Beena Ammanath, Global Head of the Deloitte AI Institute and a faculty member for Diligent’s AI Ethics and Board Oversight Program. Ammanath’s literally written the book — 

 — on navigating tech disruption, and I always find her take on things very thoughtful, nuanced and reassuring, as you’ll see in these expert tips for AI strategy and adoption. 

Sticking with our GC theme, the paralegals who support them have typically followed an established career path. Early on, they spend a lot of time looking up statutes and contracts and reviewing documents. The information they learn along the way equips them for more senior roles.

But now AI has automated the whole process, transforming the team’s workload and profession’s overall pipeline and career trajectory. It leaves paralegals understandably worried — especially when they hear promises that AI will take away the boring parts of their work and make their jobs easier.

“Leaders have a responsibility to go beyond the clichés,” Ammanath said. “What happens to the workday when organizations make the job easier? If AI is going to create new jobs, what are those roles?”

“I think leaders have a huge responsibility to proactively think about that,” Ammanath said, citing the need to create organizational structures for new career paths and provide both targeted upskilling and general AI training to build fluency across the workforce.

Then there’s the matter of the human/machine relationship. “How can leaders thrive and succeed in this era of AI where humans and machines are working so closely together?” Ammanath asked. “To work in the best possible way, where can we get the maximum benefit with the minimum side effects?”

We’ve all seen cautionary tales about students outsourcing the entirety of their coursework to ChatGPT. This should go without saying but: Don’t do that in your organization.

In the podcast, my cohost Meghan Day and I talked about studies of what people’s brain waves look like when they use AI at different levels. The heaviest AI use showed the lowest brain function — almost like people were asleep. More optimal EKG activity happened when AI users started a task with their brains and then added ChatGPT.

“Personally, I’ve been most successful embracing AI in my job in areas where I already know what good looks like,” Day said. “And AI is able to speed my work along.”

AI also promises big potential for board members. You can train different agents to have different personalities and perspectives so they can frame problems in new ways for you, for example. But you’ll still need to oversee them and evaluate their output with your own human expertise to ensure accuracy and nuance.

3. Make continuous education — and hands-on use — a cultural norm

Navigating AI’s risks and rewards requires knowledge of AI itself.

This doesn’t mean dropping everything to become an AI expert (although those nine-figure job offers make it tempting). It means having a basic understanding of core AI principles, like machine learning, deep learning and computer vision — and what these principles look like in action.

“As corporate directors, it's important to focus the time and energy to not only learn about AI, but start using AI tools in your job,” Ammanath said.

AI is changing the way we work and the way we lead. For practical strategies and insights from Beena Ammanath,

listen to the full conversation on the Corporate Director Podcast: AI leadership strategies for a changing world.

This article originally appeared in our August 28 edition of the Diligent Minute Newsletter. For more insights like these, delivered straight to your inbox, subscribe 

My colleague Josh Black, Vice President of Editorial at Diligent, doesn’t use words like “eventful” and “unconventional” lightly. So, when I saw them front and center in the editor’s forward of this year’s Proxy Season Review, which Diligent Market Intelligence prepares in association with Olshan Frome Wolosky and Campaign Management, I paid even more attention than usual.

“It is difficult to recall a more eventful or unconventional proxy season since the first year of the pandemic,” Black declared. 

Relentless market volatility is only part of it

. Activists have beena dopting new tactics and advancing stronger director candidates to achieve their desired objectives, especially in the U.S. “It feels very much like an inflection point,” Black added.

Proxy season 2025: Evolving shareholder engagement strategies

In this year’s review, his team examines this inflection point, connecting the dots between what we’ve seen in this year’s proxy season and what these trends mean for boards and advisors right now. Here are a few key takeaways, starting with shareholder engagement.

You’ve probably observed a noted decline in proactive communications by institutional investors lately. Regulatory developments, like revised guidance on Schedule 13D/G eligibility, are a big part of this.“ Norms have unmistakably evolved,” Campaign Management CEO and Founder Michael Fein pointed out in his analysis. “Institutional investors paused outreach, reassessed compliance exposure, and pulled back from dialogue just as several proxy campaigns were gathering momentum.”

Shareholders still care deeply about board structure, accountability, and transparency — critical contributors to strong corporate performance in uncertain times.

In the first half of the year, 33 governance-focused proposals passed with majority support. Board composition has been a common target, with director shuffles at Phillips 66 and Penn Entertainment far from isolated anomalies. We’ve also seen a significant increase in withhold campaigns for driving director changes and other demands.

2. Make real-time data and shareholder sentiment a board priority

Amid this perfect storm of new tactics, heightened scrutiny and radio silence from institutional investors, it’s harder than ever to anticipate vote dynamics and activist positioning.

Is a withhold campaign targeted pressure for governance enhancements, or a prelude to a full-blown proxy fight? Your company’s future depends on answering questions like these quickly and well. And this means moving beyond historical data, guesswork and ad hoc interpretation to real-time intelligence.

Now is the time to invest in systems and processes that deliver accurate, actionable data on investor sentiment, proxy trends, and governance benchmarks.

It’s time to look beyond business as usual for shareholder engagement as well. This means rethinking how your organization interacts with institutional investors. What new touchpoints can you leverage to fill in communication gaps? How can you proactively share your governance story — especially future-focused strategies and positive milestones — in a way that responds to current trends and sentiment?

Think about harnessing all of the data collected in the steps above, like 

 and proposal outcomes, to shape your narrative. “The 2025 proxy season made clear that activists will not sit on the sidelines waiting for more ideal economic conditions,” Andrew Freedman, Chair of Olshan Frome Wolosky’s Shareholder Activism Practice Group, warned in this year’s review. And here’s what he recommends: “Stay prepared to respond to well-crafted demands and sharp strategies, underscored by an unwavering focus on performance and accountability.”

Keep reading for more on the 2025 proxy season

Dive into our full analysis — AI, ESG, 2025’s wildest campaigns and much more — in the full report: The Proxy Season Review 2025.

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

 for the latest surveys, podcasts and reports.

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IN-DEPTH: Counting the cost of a proxy fight

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