Once the proxy season gets over in corporate boards, it’s time for a ritual that responsible boards treat with the seriousness of monsoon forecasting: preparing for the next proxy season. Because while activism campaigns are often described as ‘sudden’, they are rarely spontaneous. They prepare. They observe. They accumulate ammunition.
In the first half of 2025 alone, 129 companies in the US were targeted by activist campaigns, and a surprising number of management teams reacted, as if lightning had struck from a clear blue sky. In reality, the clouds had been forming for months.
Investor relations and activism monitoring platform Q4 recently identified several early signals suggesting activists may already be circling. Think of them less as alarms and more as faint rustling sounds in the bushes outside your corporate headquarters. Ignore these four at your peril.
Strange behaviour in the shareholder zoo: Every company has a shareholder ecosystem with predictable habits. Long-only institutions graze quietly. Index funds behave like polite houseplants. Hedge funds occasionally pace the perimeter. So, when behaviour changes, pay attention.
Activists rarely announce their arrival with a press release. They quietly begin accumulating stakes, conducting research, and building alliances with other investors long before any formal notice appears. This may manifest as new investors quietly appearing on the register or familiar ones suddenly becoming more curious about governance details they previously ignored.
If your investor relations team knows your shareholder base well, they should notice these disturbances in the force. If they don’t, it may be time to ask whether IR is monitoring investors… or simply sending quarterly PowerPoint slides into the void.
The cap table starts acting funny: Activist campaigns likely begin with subtle shifts in trading behaviour. Perhaps there’s unusually rapid turnover among institutional investors. Maybe a few funds begin trimming positions while others quietly build them. Perhaps trading volumes start looking unusually energetic for a company whose growth strategy was described only last quarter as ‘steady and disciplined’.
The proxy vote itself may also contain clues. Did this year’s meeting produce a slightly uncomfortable number of abstentions? Were there protest votes on executive compensation or director elections? These signals are easy to dismiss as background noise. But mild dissatisfaction during one proxy season has a curious habit of evolving into full-scale activism the following year, especially if management responds with the corporate equivalent of a shrug.
Research by IR Impact found that 84 per cent of investors cite governance concerns as the leading trigger for activism campaigns
The Internet starts asking questions: Corporate governance pages rarely attract the kind of traffic normally associated with viral content, unless it is like the IndiGo board fiasco recently. Nobody binge-reads board committee charters for entertainment. So, when web analytics show a sudden surge of visitors examining your governance documents, board composition, director tenure or executive compensation policies, it may not be because the public has suddenly developed an intellectual passion for audit committees. More likely, someone is doing homework.
Research by IR Impact found that 84 per cent of investors cite governance concerns as the leading trigger for activism campaigns. Which means the governance section of your website is not merely regulatory decoration. It is also a research portal for activists assembling their case.
If downloads of your governance documents, board biographies and executive pay disclosures suddenly shoot up, it’s probably not because the Internet has developed a spontaneous hobby of bedtime reading corporate bylaws. More likely, someone is studying your company with the focus of a PhD candidate and the patience of a detective. Add a few curious murmurs on investor blogs, niche finance corners of the internet, and the occasional cryptic social-media thread, and the picture sharpens quickly: the activists may already be in the library, quietly building their case.
Earnings calls suddenly feel like cross-examinations: The quarterly earnings call is mostly presented as a friendly conversation with investors or analysts. Occasionally, however, it begins to resemble a courtroom. Activists frequently use earnings calls as reconnaissance missions. Intermediaries like consultants, legal advisors or analysts may raise questions to probe issues ranging from capital allocation and governance practices to strategic decisions.
The tone may shift from routine clarification to oddly persistent interrogation. The same themes may appear repeatedly. Questions may feel unusually precise, as if someone has spent a considerable amount of time preparing them. That’s because someone probably has. Repeated questioning designed to expose inconsistencies, test narratives, or highlight perceived weaknesses can be an early rehearsal for a future campaign.
In short, activists weren’t ambushing you; they were already inside the spreadsheet, colouring your weaknesses bright red.
Muneer is a Fortune-500 advisor, start-up investor and co-founder of the non-profit Medici Institute for Innovation. Ward is global board advisor, coach and publisher. X: @MuneerMuh