The Autopilot Proxy: Has the SEC’s Recent Guidance Opened the Floodgates?

ExxonMobil is no longer standing alone regarding Voting Instruction Programs (VIPs). This week, Goldman Sachs announced its own VIP that will enable individual investors to establish standing instructions that align their votes with the recommendations of the Goldman Sachs Board of Directors. Like Exxon’s program, this is voluntary, and shareholders can change or opt-out of the program at any time.

Goldman Sachs Chairman and CEO David Solomon said that the company is “pleased to provide our individual investors with this free and flexible way to ensure their shares are voted on important matters.” Notably, Goldman’s move comes a year after the company almost saw its executive compensation proposal rejected. Bloomberg reported on the value of the program for the company, considering retail shareholders account for roughly 30% of Goldman’s shares.

Broadridge is working with Goldman and will run the program. Michael Tae, Broadridge’s group President of Funds, Issuer and Data-Driven Solutions, noted that this was “a great example of how technology makes corporate governance easier, more accessible and more effective for public companies and investors.” This all led to a busy week at the SEC, which gave Goldman the green light via no-action letter on Monday, and also approved a similar program at Tesla.

VIPs are no longer a niche experiment. Reactions from the legal community were swift, with firms signaling that the SEC’s guidance could broaden retail voting access and make these programs easier to scale.

Goodwin emphasized that the SEC went further in its response to Goldman than it had with Exxon,  permitting broader pre-proxy enrollment and more flexible communications, while preserving the core protections around opt-out rights, reminders, and access to full proxy materials.

Sullivan & Cromwell added that Tesla shareholders have more options for standing instructions. They can elect to align with board members on all recommendations or on “all matters except contested director elections or any acquisition, merger or divestiture transaction.”

Ropes & Gray noted that the SEC’s new Mutual Fund Directors Forum letter extends the retail voting framework into the fund space, allowing registered funds and BDCs to adopt directed voting programs that preserve shareholder choice while reducing the cost and delay of traditional proxy campaigns.

This all aligns with Vanguard’s second annual Investor Choice report, which found that Investor Choice continues to gain traction, with participation and assets rising sharply in 2026 as more investors used the program to put their preferences directly into proxy voting.

Despite previous pushback from figures like former SEC Commissioner Caroline Crenshaw, these programs look like they are here to stay. And with the SEC opening the door, the trend toward a more user-friendly voting model now seems firmly underway.

Have a great weekend,
GPP Team

ACTIVISM

Reuters: Activist Jana Pushes Fiserv to Accelerate Cost Cuts and Tap Palantir
Jana Partners is urging Fiserv to more than double its planned cost cuts to $1.25 billion and to use Palantir’s software to speed up its technology overhaul, after the company’s stock lost more than half its value over the past year.  Read More

CNBC: Activist Toms Capital Urges Devon Energy in Letter to Explore Alternatives, Including a Sale
The letter says Devon’s post-Coterra sprawl across multiple basins has created a valuation discount of at least one multiple points versus peers, and a buyer of the whole company could take on the execution risk of any asset sales. Read More

Bloomberg: Silver Lake Suit Against Icahn Looks to End Appraisal Arbitrage
The suit accuses Ichan of colluding with dozens of hedge funds in the Endeavor appraisal case, and it aims to unwind the legal basis for appraisal arbitrage. Legal experts view the suit as a long shot, but it could lay the groundwork for another legislative effort to amend Delaware’s corporate code. Read More

M&A

Financial Times: Australia’s Biggest Gold Miner rejects $27 Billion Takeover Bid
Northern Star rejected Gold Fields’ offer as “opportunistic” and undervaluing its assets, but Elliott, which pushed the company to explore a sale in June, is urging the Board to engage with the suitor, arguing it has an obligation to fully evaluate any serious buyer. Read More

The Wall Street Journal: AMD to Acquire World Labs for $8.2 Billion
The all-stock acquisition gives AMD leading AI research talent – including founder Fei-Fei Li, who will become chief scientist – and reflects chipmakers’ push to control more of the AI stack. Read More

The Wall Street Journal: MGM Resorts Eyeing Bid for Barry Diller’s People Incorporated
The move comes just after Barry Diller withdrew People’s own offer for the casino giant. A deal could let MGM retire a large block of its shares while picking up People’s assets at an attractive price. Read More

CORPORATE GOVERNANCE

The Wall Street Journal: The Surprises That New CEOs Face
Alan Murray outlines HBS ex-dean Nitin Nohria’s catalog of surprises that new CEOs face in the current era of technological transformation and geopolitical tumult, including never being off the record, the success theater phenomenon and creating indirect influence. Read More

Freshfields: Agentic AI and the Duty of Care: What the METR Report Means and Does Not Mean for the Boardroom
Freshfields unpacks a report on the OpenAI Hugging Face hack from METR, an AI safety organization, and its implications for company directors. Read More

IPO

The Wall Street Journal: Wall Street’s Hopes for a Blockbuster IPO Season Are Fading
Recent market volatility and AI safety concerns have disrupted a string of IPOs in the second half of this year. Companies such as smart-ring maker Oura, Anthropic, and Dunkin’ owner Inspire Brands have revisited their listing plans due to wavering investor confidence. Read More

Reuters: Anthropic’s IPO Prospectus Shows Sweeping AI vision, surging costs
Anthropic’s leaked filing showed that while 2025 revenue was up nearly $4.5 billion, the company also had a net loss of $42 billion. Meanwhile, the company is also planning to spend a staggering $518 billion dollars on computing, infrastructure, and cloud costs over the coming years. Read More

Bloomberg: Saudi Aramco is Said to Work With Evercore on Gas Unit Plans
Saudi Aramco reportedly enlisted the bank to advise on plans to break off its gas business into a standalone business, setting it up for a potential listing in the future. Read More

 

FROM OUR DESK TO YOURS

This week GPPers enjoyed an evening at a reserved, Korean-inspired bistro on the calmer side of MacDougal St. in Greenwich Village. Somssi (SOHM-shee) is the brainchild of the team behind NA:EUN Hospitality, which runs Atoboy, Naro, and lauded tasting menu counter Atomix.

As noted in The Times, Somssi feels like a restaurant whose food demonstrates a “worldview grounded in a distinctly immigrant experience.” Cuisines from across the globe which you wouldn’t expect to coalesce seem to dance across chef Daniel Gronert’s plates in harmony, exemplified by eccentric dishes like linguine al ragù with mustard kimchi. Funk is omnipresent, and stellar – a bluefin tuna starter joined with goat curd, “shrimp toast pork schnitzel” emerged with what appeared to be everything bagel seasoning and plum purée atop its panko exterior, and a knockout mutton chop coated in Xinjiang spice crust served over lamb jus marked our favorites. Somssi’s mutton (cut from whole racks) may just take the cake over Keen’s… but we’ll leave that for readers and diners to decide.

Keeping us hydrated was Haarmeyer Wine Cellars,  a small chenin blanc-focused producer based outside of Sacramento. We also enjoyed the Matador Spritz, a refreshing option for the gin-clined.

Somssi is a welcome downtown addition. It’s an unpretentious restaurant with a homey aesthetic that allows you space to focus on the friends and loved ones around your table. Another win for NA:EUN!

UPCOMING EVENTS

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