More activist investors are seeking to challenge boards by asking shareholders to vote against the election of one or more directors, without the activists putting forward their own slate of candidates. These board challenges, referred to as withhold campaigns, can be carried out at a fraction of the cost of traditional proxy contests and are often a precursor to submitting a rival slate in the following proxy season. There were 33 withhold campaigns in the 12 months to June 30, 2025, up from 23 campaigns in the corresponding period a year prior, according to Diligent.

While the playbook for companies facing board challenges through rival slates is well established, communications approaches for companies facing withhold campaigns from activist investors diverge widely. All companies facing withhold campaigns seek close private engagement with their shareholders and proxy advisory firms, yet their public communications tactics span the gamut, from refraining from even acknowledging the challenge to their directors to a full-throttle defense and attacks against the activist as one would see in a proxy contest with competing slates of director nominees.

Calibrating the communications approach appropriately is crucial. A posture that is more aggressive than the circumstances require can unduly amplify the activist’s campaign, while a stance that is less aggressive than what the circumstances call for risks projecting indifference and complacency to the company’s shareholders.

We set forth some key considerations for companies as they evaluate whether and how to respond publicly to withhold campaigns.

1. Shareholder Base

The concentration of the shareholder base and the feedback received from investors help inform a company’s public posture. If ownership is concentrated among a small number of investors with which the company maintains regular dialogue, public communication through open shareholder letters and the media may be unnecessary and could give undue exposure to the board challenge. If the company’s shareholder base is comprised of a significant percentage of retail shareholders, a broader campaign leveraging the media as well as a variety of digital tactics may be appropriate. If the company’s engagement with shareholders indicates that the activist’s arguments are resonating, responding publicly can ensure that the company’s rebuttals reach the full spectrum of its investors. The company’s response may escalate, from press releases and open shareholder letters to media interviews, social media posts and even a standalone website dedicated to advocating for the election of the targeted board directors, based on the aggressiveness and resonance of the activist campaign.

2. Activist Tactics

The aggressiveness with which an activist pursues a withhold campaign is an important factor in determining a company’s response. An activist may limit themselves to public communications such as press releases or media interviews, or may also seek direct engagement with a company’s shareholders by filing a notice of exempt solicitation, or even actively solicit withhold votes by filing their own proxy statement, sometimes accompanied by a website dedicated to arguing against the reelection of directors. While a company’s communications strategy should be commensurate with the tactics deployed by the activist, it is important to maintain flexibility and be prepared to adopt a more aggressive posture based on the traction of the withhold campaign.

3. Media Coverage

The prominence of the targeted company and the activist behind the withhold campaign are significant elements of the communications considerations. A well-known activist with relationships in the business press, or an activist targeting a company that is a widely recognized household name, will find it easier to attract media coverage, both in volume and in depth. In situations where a company is seeking to limit publicity by not responding publicly to a withhold campaign, the extent to which media coverage will accumulate organically or through the activist’s involvement must be taken into account.

4. Proxy Advisors

Proxy advisory firms Institutional Shareholder Services and Glass Lewis issue recommendations that can sway outcomes in some withhold campaigns, even as they are selective about the situations they cover. Companies need to be closely engaged with the proxy advisors to inform and try to get ahead of any issuance of recommendations. They also need to calibrate their communication strategy, adopting a more or less aggressive posture based on the sentiment of these recommendations and the broader dynamics of the withhold campaign.

5. Resignation Policy

Many companies whose board members are elected by a plurality rather than a majority voting standard choose to stick with directors who lose withhold campaigns. Out of 72 director nominees who failed to receive majority support in the United States thus far in 2025, only nine have left their boards and three directors’ resignations have been rejected, according to Glass Lewis. Deciding in advance how the worst-case scenario would be handled based on a company’s resignation policy can frame the stakes and inform how aggressive its communication strategy is during a withhold campaign.

The spotlight shines brighter on a company’s targeted board directors in a withhold campaign by virtue of the absence of a rival slate. Yet for the reasons outlined, an aggressive out-of-the-gate public response is only advisable sometimes. There is no one-size-fits-all approach, and the specifics on the situation have to be carefully assessed and factored into the communications strategy.