As summer unfolds, doors are opening to allow legions of dazed, sun-deprived general counsels, governance officers, and investor proxy voters to emerge from the annual meeting season for some fresh air.

But before everyone stumbles to the beach, they may want to ask themselves a version of the question the Tin Woodsman poses at the end of the Wizard of Oz. In a pause following a string of astonishing adventures, he asks: “Well, what did you learn, Dorothy?” Indeed, what did we learn from proxy season 2013?

No, there were no wicked witches or flying monkeys in attendance, but the season nonetheless featured some heroes and villains, surprising escapades, and hints of possible trends to watch in 2014. Here's our first cut at figuring out what just happened and what it means. Our thoughts are informed by recent conversations with corporate officials, shareowners, and intermediaries.

Board Leadership

Read the avalanche of mainstream press in the wake of the JPMorgan Chase vote, and you would think the market had written an obituary for the independent board chairman in America. After all, the total vote backing the resolution calling for a split of the CEO and chairman jobs slipped from last year's surprising 40 percent high to just 32 percent. Moreover, columnists across the country scorned the proposal as a wanton assertion of governance correctness unrelated to value. Most such writers touted the managerial wisdom of keeping the protean Jamie Dimon on duty in both posts.

That's not our takeaway, however, from the JPMorgan test. The company was able to position the contest as a referendum on Dimon's leadership instead of a debate on the wisdom of an independent chair for a complex global financial company. Advocates of independent chairmen picked a difficult example of a combined chairman and CEO to challenge: Yes, he is high profile, resulting in attention, and yes, Dimon presided over egregious risk failures, but he also enjoys a solid reputation for creating value.

Moreover, an examination of the tactical advantages and collateral damage of the battle over Dimon's dual role suggests that the already powerful shift among U.S. companies toward independent chairs might actually accelerate. The reason? To fight the resolution, JPMorgan convened a war room of advisers at an estimated cost of $5 million, marshaled tough tactics including implied threats and hardball squeezes on Broadridge information—Broadridge collects the votes from shareholders and generally provides updates, but at one point it stopped telling shareholders how votes had been cast—and deployed directors' and Dimon's own efforts over three intense weeks in a worldwide campaign for investor support.

We expect more proposals advocating a split on succession rather than stripping the chairmanship from a sitting CEO. That is how most companies that now have independent chairs have made the separation to date.

Meanwhile, independent chairman proponents had virtually no budget, no coordination, no information, and no campaign and, as we suggest, a difficult target. Despite all that, nearly one-third of the vote favored decoupling the chair and CEO positions.

Shareowners sent other signals of discontent to the bank, as well.  Three directors saw their election totals tumble to the almost unheard-of 50 to 60 percent support bracket. They narrowly escaped ouster—but could soon quietly exit anyway.

Our guess is that other companies will look at the outcome—not to mention the 73 percent support for an independent chair at Netflix just days later—and conclude that fighting a shareowner push for independent chairmanship is simply not worth the trouble. Already a record 30 percent of S&P 1500 companies feature independent chairs, according to Ernst & Young. And 2013 featured more shareowner resolutions for splits than ever before.

While there will always be a few high-profile CEOs under siege, we expect most future clashes to de-emphasize the personality of the existing chief and focus on the structural issue. In other words, we expect more proposals advocating a split on succession rather than stripping the chairmanship from a sitting CEO. That is how most companies that now have independent chairs have made the separation to date.

Activists and Proxy Advisors

By all accounts, the number of institutional funds deploying “activist” techniques to pry value expanded greatly this proxy season, and even targeted the largest public companies. At least one mutual fund—a category formerly allergic to such tactics—was even reported to be funneling potential target names to activist investors.

What seems to have happened is a mass, overdue revelation: Activism wielded skillfully is a way to alpha. Case in point is the oil firm Hess, which Elliot Associates identified as harboring solid assets overseen by an out-of-touch, tin-eared board. Elliot attacked with pointed evidence and credible alternatives on the strategic direction of the company, winning over big institutions and forcing the board to near total defeat. So yes, we would credit 2013 with the mainstreaming of activism.

Still, 2013 may also be remembered as the year when large investors started a long-overdue effort to discriminate amongst activists and activist campaigns to determine which of them are identifying real problems of complacent boards and long-time strategic failings, as Elliot did, and which, like Greenlight Capital's run at Apple, are just balance sheet activism seeking a short-term stock price pop.

This proxy season also may be remembered as the moment when corporate advisers developed a more sophisticated understanding of investor behavior. Until now many pushed the caricature of proxy firms leading mindless institutional investors by the nose to vote against pay plans or board directors. This may apply in some cases, to be sure, but for the most part this vision has been a “shoot-the-messenger” approach, in our view.

Worse, this kind of lens on the annual meeting season promotes an attitude that leads directors and executives to underestimate investors as well as the significance of voting outcomes. In fact, proxy industry leaders ISS and Glass Lewis—for good business reasons—have always sought to match their voting guidelines to client fund preferences. And for years the likes of Blackrock, State Street, Fidelity, Vanguard, Morgan Stanley, and other fund complexes have featured staffs capable of vetting guidance and putting their own fingerprints on voting decisions.

This season, though, more outside corporate counsels are taking these market factors into account. Guidance from Wachtell Lipton and other law firms is acknowledging that big funds do have minds of their own. Proxy advisers are just that—advisers. The big implication, finally, is that voting reflects real investor sentiment and must be treated seriously. If a company has issues that may be controversial among investors, then board members—and not only executives—may need to do outreach work. They will also need to contact the governance managers at multiple funds, and not just the traders and ISS and Glass Lewis.

The message that persuasion is a new board responsibility is finally resonating; anecdotally, we hear that 2013 saw a 30 percent increase in contacts by board members to big institutions. Moreover, the votes-are-real principle can be seen to have animated swift company responses when boards in 2013 got slapped. Two multinationals—Hewlett-Packard and Occidental Petroleum—experienced high votes against directors and, in each case, acted immediately to remove directors and reshuffle leadership.

Board Composition

Lastly, we see proxy season 2013 as having planted seeds for board refreshment as the next big rising issue in U.S. corporate governance. We've written before about board sclerosis; in 2012 some 95 percent of S&P 500 seats were occupied by the same directors as the year before, according to Spencer Stuart. Investors are starting to demand assurance that nominating committees are truly looking to keep boards abreast of complexity by addressing gender, cultural, geographic, ethnic, and risk skills. Nothing in markets stays the same—so if boards are frozen, investors increasingly will press for change. Those seeds may take time to fully mature, but the early signs of germination are here: recently, two of the United States' largest fund complexes quietly added a board refreshment test to their portfolio companies. That's something we can all take to the beach to ponder.

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