Yesterday, ISS announced the launch of its comment period on proposed changes (shown in redlines) to its benchmark voting policies. During this open comment period, ISS gathers views from stakeholders (investors, companies, and other market participants) on its proposed voting policy changes for the next proxy season.

For 2026, comments are being sought on 19 proposed policy changes. Here is a summary of the changes applicable to the U.S. market from the press release:

Capital structures – unequal voting rights: Capital structures with unequal voting rights to be considered problematic regardless of whether shares with superior voting rights are classified as “common” or “preferred.”

Non-employee director (NED) compensation practices – problematic high NED pay: Expands existing policy addressing problematic high NED pay practices, allowing for adverse vote recommendations in the first year of occurrence or when a pattern emerges across non-consecutive years.

Executive compensation – company responsiveness: In light of recent SEC guidance on Schedule 13G (passive) versus Schedule 13D (active) filing status for institutional investors, which may create legal uncertainties when companies seek to obtain feedback from shareholders, this proposed policy change allows more flexibility for companies to demonstrate responsiveness to low say-on-pay support.

Executive compensation – long-term alignment in pay-for-performance evaluation: Updates U.S. pay-for-performance quantitative screens to assess pay-for-performance alignment over a longer-term time horizon, considering a five-year period, compared to the current three years, while maintaining an assessment of pay quantum over the short term.

Executive compensation – time-based equity awards with long-term time horizon: This proposed policy update reflects the importance of a longer-term time horizon for time-based equity awards and represents a more flexible approach in evaluating equity pay mix in the pay-for-performance qualitative review.

Executive compensation – enhancements to equity plan scorecard: Adds a new scored factor under the Plan Features pillar to assess whether plans that include non-employee directors disclose cash-denominated award limits and introduces a new negative overriding factor for equity plans found to be lacking sufficient positive features under the Plan Features pillar.

U.S. Environmental and Social-related (E&S) shareholder proposals: Updates U.S. policy on four E&S-related shareholder proposal topics to reflect fully case-by-case assessments of each situation.

Global – shareholder proposals: Updates to all market and regional policies globally to reinforce a consistent case-by-case approach, and to provide a baseline for shareholder proposal topics not explicitly covered in some market and regional policies.

The announcement notes that no changes are being proposed to director overboarding policy parameters for 2026.

The comment period opened yesterday and will run through 5 p.m. ET on November 11.

Comments received will be considered as ISS Governance finalizes the changes for its 2026 Benchmark voting policies, which will be announced in late November, and will generally be applicable for shareholder meetings taking place on or after 1 February, 2026.

– Meredith Ervine