3 US Large Cap Stocks Facing A New Proxy Vote Test

Proxy advisers like ISS sit in the crosshairs of the SEC, and that tug of war over voting power can quietly reshape how large U.S. companies are run. When rules around who influences board elections and pay packages are in play, it can affect how some stocks are perceived on governance risk and opportunity. This article looks at three large cap stocks exposed to that story and explains why each may warrant closer scrutiny at this time.

The three stocks below are only a starter sample from this governance theme, and the full screen surfaced 11 more large cap corporates with equally compelling shareholder and proxy stories that are not covered here. To go deeper into this idea, head straight into the Large-Cap U.S. Incumbent Corporates with Reduced Proxy Adviser Influence screener to identify, compare, and analyze the highest conviction candidates.

Zebra Technologies (ZBRA)

Zebra Technologies is a US$17.2b auto identification and data capture company. Its printers, scanners, RFID devices and software sit at the heart of how retailers, warehouses, hospitals and factories track assets and people. As a large US incumbent frequently assessed on governance and executive pay, it is directly in the crosshairs of any shift in proxy adviser influence, including the SEC’s current scrutiny of ISS. Zebra generates about US$3.3b from its Connected Frontline segment and US$2.6b from Asset Visibility & Automation, giving investors exposure to both frontline devices and higher value automation and software.

Investors watching the SEC’s action on ISS may focus on Zebra Technologies because a calmer proxy adviser backdrop could give management more room to keep backing automation, AI, RFID and machine vision while running a highly active buyback program and tighter capital allocation. The company has been lifting guidance, highlighting margin recovery targets into 2026 and returning cash to shareholders. At the same time, debt levels, insider selling and a history of softer earnings in some regions keep governance questions alive. That mix of execution, ongoing governance debate and a large installed base across mission critical workflows makes Zebra a stock where getting the full story is important.

Guidance lifts, margin targets into 2026 and active buybacks suggest Zebra Technologies’ story may be evolving faster than the proxy headlines. Get the full picture with the analysis report for Zebra Technologies

Becton Dickinson (BDX)

Becton Dickinson is a global medical devices company that supplies hospitals, labs and pharmaceutical companies with everything from syringes and catheters to diagnostic platforms and drug delivery systems, which naturally places it in governance discussions around shareholder influence and proxy adviser power. The business leans heavily on BD Medical and related activities, which together generate about US$11.6b in revenue, while BD Interventional contributes around US$5.5b. With a market cap of roughly US$50.3b, Becton Dickinson is a heavyweight in this screener of large cap incumbents.

Investors watching the SEC’s subpoena fight with ISS should pay attention to Becton Dickinson because a slight shift in proxy adviser influence could matter for a company this large that is already under close scrutiny on executive pay, board oversight and product quality. Becton Dickinson is pushing new drug delivery platforms, tissue regeneration products and connected care systems while working on margin and cash flow improvement, all backed by an experienced and highly independent board that still faces questions after a US$1.4b one off loss and product recall issues. Add in active buybacks, a long history of dividends and debt that needs careful oversight and the result is a stock where governance, growth potential and risk management are tightly linked, and where the full story is more layered than a quick glance suggests.

Becton Dickinson’s push into new drug delivery and connected care is easy to focus on, yet the real story sits in how the balance of growth, recalls and that US$1.4b loss fits together in the 4 key rewards and 2 important warning signs (1 is major!)

Sempra (SRE)

Sempra is a regulated utility group that supplies electricity and natural gas across California and Texas, with an infrastructure arm that develops energy assets in the U.S., Mexico and abroad. It fits this screener because its large, rate regulated businesses and multidecade capital plans are frequent subjects of governance proposals, where shifts in proxy adviser influence can sway outcomes. Most revenue comes from Sempra California at about US$11.7b, with Sempra Infrastructure contributing roughly US$2.0b after intersegment eliminations, and the group carries a market cap of around US$54.95b.

Investors looking at Sempra are really weighing the appeal of a US$65b capital plan in California and fast growing Texas against the governance and regulatory friction that comes with it. The company is recycling capital through asset sales in Mexico and Sempra Infrastructure to reduce nearly US$9b of debt and refocus on regulated utilities, all while continuing dividends and reaffirming 2026 to 2027 earnings guidance. At the same time, wildfire liability debates in California, dividend coverage that relies on future cash flow improvement, and high board level pay keep questions alive about how shareholder friendly the balance between growth, risk and rewards will prove to be.

Sempra’s US$65b capital plan and recycling of Mexican and infrastructure assets could be masking the real trade off between future cash flows and wildfire risk. Get the full context in the analysis report for Sempra

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This article by Simply Wall St is general in nature. We provide commentary based on historical data and analyst forecasts only using an unbiased methodology and our articles are not intended to be financial advice. It does not constitute a recommendation to buy or sell any stock, and does not take account of your objectives, or your financial situation. We aim to bring you long-term focused analysis driven by fundamental data. Note that our analysis may not factor in the latest price-sensitive company announcements or qualitative material. Simply Wall St has no position in any stocks mentioned.

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