The latest installment of Glass Lewis’s 2026 Proxy Season Global Trends Report has some interesting findings about board oversight of cybersecurity and AI in the US & abroad. The report found that board oversight of cyber at large cap companies is almost universal, and that while defined board oversight of AI is ramping up quickly, it still lags cyber. This excerpt has the details:
– In both the UK and Continental Europe, clear attribution of cybersecurity oversight has become standard practice, disclosed by over nine in ten large cap companies.
– Board oversight of AI is less established but is catching up quickly, present at around seven in ten large cap companies in Europe – a significant increase from the previous year.
– More than half of Continental European large caps have an AI policy in place, up from around one in five in 2025. Over four in ten UK companies have done the same.
– In the U.S., board oversight of cybersecurity issues is similarly well established among Russell 1000 companies with AGMs through June 2026, disclosed by nearly nine in ten and largely consistent with 2025.
– AI policies remain less prevalent but appear to be rising, with approximately 21% of Russell 1000 companies with AGMs through June 2026 having an AI policy in place, an increase from around 15% in 2025.
In addition to addressing cyber and AI oversight activities, the report discusses shareholder voting trends in board elections, and trends in board gender and ethnic diversity.
The Harvard Governance Blog recently republished an article from EY’s Center for Board Matters identifying seven questions that boards should be asking following the 2026 proxy season. Three of those questions focus squarely on the board’s role in overseeing emerging technologies and the impact of those technologies on corporate disclosures:
Do we have the right structure to oversee technology? Technology committees are on the rise. Now 17% of S&P 500 boards have one, up from 15% in 2022 and 10% in 2018. That doesn’t mean standing up a technology committee is the right choice for every board. In fact, most companies have expanded the purview of existing committees — usually the audit committee — to oversee technology matters like AI and cybersecurity.
While nominating and governance committees weigh various factors selecting the committee structure and responsibilities that work best for their board, one reality cuts across all models: with AI transforming business, effectively overseeing technology’s impact on strategy and risk and communicating that oversight approach to stakeholders is a growing imperative.
How are we building and communicating our board’s AI acumen? One theme from our conversations with investors is that they want a clearer view into how boards are executing oversight of AI and technology more broadly. That includes how boards are gaining the skills and experiences needed to oversee AI strategy and risks. More companies are responding by highlighting the relevant experience of board members. This season, 37% of S&P 500 companies cited AI experience for at least one director, up from 11% in 2022. Overall, the percentage of S&P 500 directors with AI experience cited in the proxy has increased from 1% in 2022 to 5% in 2026.
But effective oversight depends on more than tech credentials, especially with how fast technology is changing. Board members should also consider how disclosures reflect the ongoing education, training and independent external perspectives they’re securing to build the full board’s AI acumen and keep pace with new developments.
Are our disclosures fit for AI-enabled stewardship? Investors are increasingly using AI tools to review disclosures, compare companies and inform voting decisions (though not to make voting decisions, yet). That means companies must adapt their disclosures with both human and machine readers in mind and prepare for a new depth of questions from investors in engagement.
Important information should not be buried in formats that AI tools struggle (for now) to interpret, and companies should recognize that investors can now analyze filings with a level of rigor at a scale that was previously impossible. As one investor told us: “there is no hiding in the footnotes anymore.”
AI is also enabling investors to scrape and assess vast amounts of unstructured data, from skills in job postings to employee reviews, and compare that external picture against company disclosures. As a result, it is more important than ever that companies understand the narrative AI may construct and make sure it aligns with the narrative they intend to tell.nbsp;
Other questions identified by the article relate to more traditional topics, such as changes in the company’s approach to shareholder proposals, identifying vulnerable directors, ensuring that the company’s engagement approach reflects current realities, and what proxy voting results don’t tell boards about investor views on executive pay.
The article says that this year’s relatively calm proxy season masked the extent to which ongoing regulatory, legal and technological changes are making it more difficult for boards and management to assess investor views and priorities, thus leaving them less prepared to deal with surprise vote outcomes and shareholder activism.
Yesterday, the SEC announced that it had entered into a Memorandum of Understanding with the FDA “designed to assist the agencies in carrying out their respective missions of ensuring the integrity of the financial markets and protecting public health.” Here’s an excerpt from the SEC’s press release:
The MOU establishes a framework for the agencies to enhance cooperation in their regulatory and enforcement responsibilities in order to improve market oversight and compliance. Among other things, the MOU includes information-sharing protocols to facilitate the exchange of information between the SEC and FDA that is relevant to both agencies’ important missions.
“FDA-related disclosures by public companies have a significant impact on our markets,” said SEC Chairman Paul S. Atkins. “The FDA is a valuable partner in our efforts to administer and enforce applicable disclosure requirements under the federal securities laws, and I look forward to further strengthening our partnership through the MOU.”
The MOU will remain in effect for three years and may be extended by the agencies.
The SEC managed to get several rulemaking projects off its desk and on to the OIRA website in advance of the upcoming Labor Day holiday. In addition to the long-anticipated proposal on executive comp disclosure reform that Dave blogged about last week, OIRA added two more SEC proposals to its dashboard on Friday.
The first proposal is currently titled “Shareholder Proposal Modernization,” but in case you’re wondering what the SEC intends to do with shareholder proposals, the dashboard includes the following statement: “we request the title appear on reginfo.gov as “Rescission of Rule 14a-8’s Federal Regulation of Shareholder Proposals and Amendments to Rule 14a-4.” Yeah, I think we can pretty much count on participants in the shareholder proposal industry moving immediately to DEFCON 2 on this news.
The second proposal to hit OIRA’s website on Friday is currently titled “Amendments to Certain Proxy Rules.” The dashboard says that SEC also wants to change the title of this proposal to “Proxy Solicitation Modernization,” and its description says that Corp Fin is considering asking the Commission to “propose amendments to modernize certain rules regarding the proxy solicitation process, including certain filing and procedural requirements relating to proxy solicitations and shareholder meetings, to reduce costs and compliance burdens.”
Like the executive comp proposal, these two proposals appeared on the latest edition of the SEC’s Reg Flex Agenda and targeted an October 2026 date for their release. It looks like the SEC’s on track to hit that date, and we’ll be ready to address any proposals that are issued during our Proxy Disclosure and Executive Compensation Conferences to be held on October 12th and 13th in Orlando. In case you needed another reason to register now, I think the SEC just gave you three!
I also want to give a tip of the hat to all of the members who took time out from their weekends to reach out to us to make sure we were aware that these proposals had been posted to the OIRA site. Much appreciated!
This recent D&O Diary blog addresses the risks of leaving key management governance roles vacant for extended periods. It notes that when an employee in a governance-related position departs, someone quickly steps in to ensure the visible roles (organizing board materials, preparing minutes, meeting regulatory filing deadlines) are addressed. The blog says that using someone to fill these visible gaps works well in the short term, but that long-term vacancies create some significant risks that may be less obvious:
A prolonged vacancy can fragment responsibility for connecting earlier concerns, unanswered questions, management commitments, and recurring warning signs. The formal process may continue to look orderly while the company’s ability to demonstrate effective board oversight gradually weakens.
A vacancy does not create director liability, and temporary coverage can work perfectly well. The issue is whether the interim arrangement preserves not only the administration of governance, but also the continuity, authority, and follow-through that allow directors to understand emerging problems and show how they responded.
The blog goes on to highlight some specific risks, including the loss of prior work that provides context to current information provided to directors, the inability to continue to see connections between various oversight problems, and the false comfort about the continuity of oversight that may be provided by the continuation of an orderly process. It points out that when there is a failure of oversight, the board’s actions – and failures to act – are viewed with the benefit of hindsight.
The blog also discusses the questions that boards should ask when a governance vacancy becomes prolonged in order to avoid potential discontinuities in the oversight function.
An Importer of Record (IOR) is the legally designated entity or individual responsible for ensuring that imported goods comply with all US laws and customs regulations. Apparently, people may not be particularly meticulous about disclosing required information about the IOR. Here’s an excerpt from this Stinson memo:
On August 19, 2026, U.S. Customs and Border Protection (CBP) published a General Notice announcing the agency intends to take action against importers (or their customs brokers) who have provided inaccurate Importer of Record (IOR) information on file with CBP. The publication of this notice signifies that CBP is moving swiftly to implement the June 3, 2026, Executive Order (EO) 14411, “Strengthening Customs Enforcement.”
In order to obtain an IOR number and begin importing goods into the United States, individuals or entities (or a customs broker acting on behalf of an individual or entity) must provide identifying information, including a physical address, an email address, a phone number and a tax identification number on CBP Form 5106.
According to the notice, all information on CBP Form 5106 MUST be accurate, complete and belong directly to the IOR.
The memo notes that CBP is starting to verify the accuracy of IOR information on file and highlights the potential consequences of non-compliance. These may include enforcement actions under the False Claims Act. The memo also says that company’s shouldn’t expect leniency for errors in an importer’s IOR profile due to outdated information or clerical errors.
The White House’s Office of Information and Regulatory Affairs (OIRA) updated its dashboard this week to note that the SEC has submitted a rule proposal titled “Executive Compensation Disclosure Reform,” signaling that the Commission will consider this rulemaking in the near-term. The Goodwin Public Company Advisory blog notes:
On August 26, 2026, the SEC submitted a rule proposal titled “Executive Compensation Disclosure Reform” to the White House’s Office of Information and Regulatory Affairs (OIRA). Those SEC rulemaking initiatives that are under review by OIRA are listed on a dashboard until the review is completed.
The SEC signaled that it was considering potential changes to the executive compensation disclosure rules by announcing a roundtable on executive compensation disclosure requirements on May 16, 2025. The roundtable was held on June 26, 2025, and the SEC also solicited comments on potential changes to the disclosure requirements. The agenda for the roundtable called for three panels to discuss the evolution of executive compensation disclosure over time and to explore whether the rules have achieved their policy objectives, the challenges in preparing the required disclosure, the types of disclosure that investors find material, and what the disclosure requirements should look like in the future.
A consistent theme throughout the roundtable was the complexity of the compensation tables and the required methodologies for reporting the required information. During the roundtable, the panelists addressed the concept of materiality, including whether executive compensation information is material to investors. Some of the panelists at the roundtable advocated for a move to principles-based disclosure requirements, while others indicated certain prescriptive disclosure requirements may be necessary. The panelists discussed the challenges with perquisites, including the need to disclose personal security for executives as a perquisite. Several panelists noted the significant difficulties that companies encounter with the executive compensation requirements adopted pursuant to the Dodd-Frank Act, including the pay versus performance disclosure requirements, the mandatory clawback requirements and the CEO pay ratio disclosure requirements. Approximately 70 substantive comment letters and over 1,000 form comment letters were submitted in response to the SEC’s solicitation of comment.
While OIRA has up to 90 days to review an agency’s rulemaking, it has typically approved most SEC proposals in a much shorter period of time. Once the rulemaking has been cleared by OIRA, the Commission could schedule or an open meeting to vote on the proposal or approve it by a seriatim process without the need for an open meeting.
With this submission, it is certainly shaping up to be an interesting September!
Earlier this week, I recounted my shareholder proposal odyssey, and while Homer may not have been impressed, I did receive some very nice feedback on the blog that I greatly appreciate. The submission of the executive compensation disclosure reform rulemaking to OIRA got me thinking about another professional odyssey, my quarter-century association with executive compensation disclosure requirements.
I fortunately get to do a lot of mentoring these days with law students (and the occasional undergraduate student), and one of the consistent themes that I mention to them is that you really have to be open to the possibilities when you are seeking employment or seeking to advance in your career, because often your practice area or your specialty will choose you, rather than you having to chase it. I have met so many lawyers over the years who started out as litigators and ended up as transactional lawyers (or vice versa), because they were open to the possibilities and, when presented with an opportunity, pursued a practice area or specialty that somehow magically chose them. In many ways, this is the story of my long-term association with the SEC’s executive compensation disclosure requirements.
When I left the SEC the first time, I was somehow following the advice that I was going to be delivering in the future, and I was open to the possibilities in private practice. Among the things that I got to do in private practice (beyond sleeping on my office floor using redwells as a pillow) was to be involved in the defense of SEC enforcement actions, which I found to be (mostly) enjoyable work. One high-profile Enforcement investigation that I was assigned to early on in my private practice stint involved allegations of non-disclosure of perquisites, and given my background as a Corp Fin attorney at the SEC, I was assigned the task of taking a deep dive into the history of the SEC’s disclosure requirements around perquisites. To me, it was a particularly exciting assignment, because I could delve back into the history of the Commission’s regulation of disclosure and piece together the rationale for perquisites disclosure, all for the purpose of poking holes in the Staff’s arguments as to why a disclosure violation had occurred. Through the course of this project, I inevitably developed an encyclopedic knowledge of all of the executive compensation disclosure requirements beyond just the narrow topics of perquisites, which proved to be useful when engaged in the more mundane task of reviewing proxy statements.
Fast forward a couple years later, and let’s just say that private practice was not for me (and still isn’t, if I have to be honest), and I had the opportunity to return to the Commission in the Corp Fin Chief Counsel role. As fate would have it, one of the topics on the SEC’s agenda was executive compensation disclosure reform, prompted by angry investors with torches and pitchforks, who were rightfully outraged by the events of Enron, WorldCom, etc. and the ways in which executive compensation had played a role in encouraging such bad behavior. My newly-acquired executive compensation disclosure expertise, combined with the deep subject matter expertise of others in the Division, proved to present the perfect opportunity for embarking on a rulemaking that would change the arc of my professional life. From doing the underlying research, to preparing the term sheet and the releases, and appearing with a person who my son thought was Jack Sparrow on C-SPAN, it was an amazing, wild ride, and I felt proud of the rules that we all worked so hard to create. However, much like Odysseus after vanquishing the Trojans, a series of events related to that rulemaking shortly thereafter brought a close to my SEC career, and sent me on the odyssey that I remain on today. Along the way, thanks to Broc Romanek and Mark Borges, I had the opportunity to co-author The Book about The Rules, which we know today as the Executive Compensation Disclosure Treatise.
While at this point I am not sure that I will ever make it back to Ithaca, I am pleased that, twenty years later, the Commission is going to consider amendments to the executive compensation disclosure requirements that I worked so hard to bring to life. I whole-heartedly agree with the remarks that Chairman Atkins made when the roundtable was announced last year: “It is important for the Commission to engage in retrospective reviews of its rules to ensure that they continue to be cost-effective and result in disclosure of material information without an overload of immaterial information.” I often say (mostly to myself these days) that the executive compensation disclosure requirements have, throughout history, been like a Christmas tree, where you are constantly adding ornaments, but rarely deleting any that have outlived their usefulness. I think now is a good time to do some editing of the ornaments, and we will find out soon what the Commission has in mind.
You may ask yourself, why is Dave hawking the 2026 Proxy Disclosure Conference and the 23rd Annual Executive Compensation Conference so much, to the point that we have been subjected to his very annoying sales pitch nearly every day this week? Well, there are several very good reasons: (a) due to some cosmic dictate emanating from the great and exalted Broc Romanek, creator of this blog, I am obligated to bring you three blog entries every morning, come Hell or high water; (b) we are at the end of August when the SEC and others are not as likely to be emanating blogworthy events; and (c) most importantly, as a serial securities law conference organizer and promoter, I know that our October Conferences are going to be epic and you definitely do not want to miss them, so, out of the kindness of my heart, I am reminding you that you need to sign up now.
If past experience is any indicator, it now appears likely that the Commission will propose amendments to the executive compensation disclosure requirements within the next month, right before our October Conferences. As a result, you will be able to learn about these proposed amendments and what they will mean for your practice in real time. Our agenda offers many opportunities for exploring the proposed changes, including:
– My conversation with Christina Thomas, Deputy Director & Chief Advisor on Disclosure, Policy and Rulemaking in Corp Fin, which will kick off the 2026 Proxy Disclosure Conference;
– The panel “The SEC All-Stars: Proxy Season Insights” at the 2026 Proxy Disclosure Conference;
– The panel “The SEC All-Stars: Executive Compensation Nuggets” at the 23rd Annual Executive Compensation Conference;
– The panel “Your Compensation Disclosures: New & Improved (We Hope)!” at the 23rd Annual Executive Compensation Conference; and
– Throughout the many other panels, to the extent relevant to the conversation.
I look forward to seeing you in Orlando. You know the drill by now, you can register online or contact us at info@CCRcorp.com or 1-800-737-1271.
Last October, Glass Lewis announced plans to change the firm’s approach to delivering advisory services, contemplating a move away from singularly-focused research and vote recommendations based on a global voting policy toward providing multiple perspectives that reflect the viewpoints of clients. At the time of the October 2025 announcement, Glass Lewis had not yet worked out what this new approach would look like, advising that it would outline the changes in future communications.
Yesterday, Glass Lewis sent a message to clients outlining a proposed new approach for a multi-perspective framework, as well as describing a comment period on the proposed new approach. The framework contemplates four distinct perspectives, which are described as follows:
1. Business Fundamentals – Takes a flexible view of governance standards when boards and management teams have demonstrated a strong record of generating shareholder returns
2. Foundational Governance – Treats core governance standards as essential to safeguard long-term shareholder value
3. Global Stewardship – Pairs core governance standards with rigorous oversight of financially material sustainability risks to protect long-term shareholder value
4. Sustainability Focused – Pairs core governance standards with rigorous oversight of sustainability risks that are or could become financially material over extended time horizons and across portfolios. Recognizes that asset owners have a fiduciary interest in the stability and integrity of the markets in which they invest
The message indicates that clients will receive a consultation paper and survey questionnaire as well as a comparison paper on the four perspectives. Clients will have the opportunity to participate in a comment period beginning next month. It is contemplated that the new research perspectives will be live in September 2027.
Glass Lewis notes that it will continue to provide its Benchmark Voting Policy Guidelines for the 2027 proxy season. The firm notes that it will make limited changes to these guidelines, only integrating significant regulatory and corporate governance developments from 2026. Glass Lewis anticipates publishing these guidelines for major markets in early October 2026.
