2026 Policy Updates
ISS and Glass Lewis have now finalized their 2026 U.S. proxy voting policy updates, applicable to meetings held on or after February 1, 2026 (ISS) and the 2026 proxy season more broadly (Glass Lewis). While the headline frameworks remain largely intact, both firms introduced targeted refinements that increase the importance of governance discipline, compensation design clarity, and proactive disclosure.
From a proxy solicitor standpoint, these updates reinforce the value of early, off-season preparation and proactive shareholder engagement to mitigate vote risk well before proxy materials are filed.
Below are the most relevant issuer takeaways as we see them.
Key ISS 2026 Americas Policy Updates
Capital structure and voting rights: Increased focus on multi-class and preferred share structures with enhanced voting rights, with only narrow exceptions for “as-converted” and strictly time-limited features.
Executive compensation: Extension of the pay-for-performance testing horizon to five years, more flexible treatment of time-based equity with longer vesting, and clearer expectations for demonstrating responsiveness following low Say-on-Pay support.
Equity plans: New Equity Plan Scorecard factors addressing non-employee director cash-denominated award limits, along with a new negative override where plan features are viewed as weak despite an otherwise passing score.
E&S and political proposals: A shift from a general “for” posture to case-by-case analysis, with greater emphasis on existing disclosures, practices, and controversy history.
Key Glass Lewis 2026 U.S. Policy Updates
Governance and Shareholder Rights
Unilateral governance changes: Heightened scrutiny of charter and bylaw amendments that reduce shareholder rights, including limits on shareholder proposal submission. Where adopted without shareholder approval, Glass Lewis may recommend against the chair of the governance committee.
Supermajority vote requirements: Evaluated on a case-by-case basis. While generally disfavored, Glass Lewis acknowledged that the presence of a large or controlling shareholder may be a mitigating factor.
Bundled amendments: Continued opposition to bundled or unilateral changes that restrict shareholder rights without meaningful shareholder input.
Majority voting in director elections: Largely a technical clean-up with no material policy shift.
Executive Compensation – Pay-for-Performance
New scorecard framework: Elimination of the A–F grading system in favor of a six-test scorecard producing a 0–100 score and defined concern levels.
Longer evaluation period: Transition to five years of data, replacing the prior three-year focus.
New analytical elements (where available):
Compensation Actually Paid (including realized vs. realizable pay)
Realized pay vs. TSR
A qualitative assessment of pay outcomes and decision-making
These changes place increased weight on NEO pay outcomes, credible goal-setting, and clear CD&A narrative explanations.
Shareholder Proposals and SEC No-Action
Where proposals are excluded via SEC no-action relief, Glass Lewis will generally defer to the SEC but will disclose the omission and rationale in its report.
Proposals that previously received majority support and are later excluded will be flagged as a potential concern.
Board Diversity and Disclosure
Gender diversity: For boards below 30% female representation, Glass Lewis will consider mitigating factors such as board refreshment, disclosure of targets, and credible plans to improve diversity.
Board's responsiveness and disclosure: No substantive policy change; existing evaluation standards remain in place.
Investor Voting Trends
Glass Lewis highlighted the continued shift among institutional investors toward custom voting policies, reflecting multiple perspectives ranging from sustainability-focused to financially driven approaches. This increases the importance of issuer-specific engagement and tailored messaging.
Proxy Solicitor Perspective: Why the Off-Season Matters
Taken together, these updates underscore the importance of early, off-season shareholder engagement. Issuers should use the months ahead of the 2026 proxy season to:
Review governance documents, capital structures, compensation programs, and equity plans for alignment with updated proxy advisory frameworks.
Identify potential flashpoints—such as unilateral board actions, evolving pay-for-performance analytics, or disclosure gaps—that could drive adverse recommendations.
Engage with key shareholders early to test reactions, address concerns, and refine disclosure narratives before positions harden ahead of proxy mailing and voting.
Early engagement remains one of the most effective tools to reduce vote risk and avoid last-minute remediation.
As you prepare for the upcoming proxy season, Laurel Hill Advisory Group is here to help you stand ahead – whether through off-season engagement planning, a comprehensive review of your proxy statement from the lens of the advisory firms, or in-depth shareholder proposal research. Our team is ready to support you with tailored insights and hands on guidance to strengthen your governance strategy and shareholder communications. We’d welcome the opportunity to discuss how we can best assist your team in the month ahead.