November 26, 2025
ISS Announces 2026 Benchmark Policy Changes
That was fast! Yesterday, ISS announced the annual updates to its benchmark proxy voting policies – which will apply to shareholder meetings taking place on or after February 1, 2026. As always, ISS had sought comments on potential changes. That comment period just ended a couple weeks ago, so I personally was not expecting the updates to land before Thanksgiving, and I guess this early delivery is one more thing to be thankful for if you are celebrating the holiday tomorrow.
ISS provided a 19-page summary to recap the main changes for all policies globally. Additionally, this 35-page document takes a deeper dive into what’s changed for the Americas region – including the US – and the rationale for those changes. It also includes redlines that show the year-over-year updates.
All in all, there weren’t too many corporate governance-related updates for US companies – and all of the updates were on topics that were part of the comment period, so no surprises. But check out Meredith’s blog today on CompensationStandards.com for takeaways on compensation-related policy updates, which were more extensive. Based on ISS’s summary, here are the main takeaways on the governance front, which track with what ISS had proposed during the recent comment period:
– Problematic Capital Structures – Unequal Voting Rights: Eliminates inconsistencies in the treatment of capital structures with unequal voting rights by considering them problematic regardless of whether superior voting shares are classified as “common” or “preferred.”
– E&S-related Shareholder Proposals: Adopts a fully case-by-case approach for proposals on diversity, political contributions, human rights, and climate change, reflecting varied proposal scope, shifting investor sentiment, regulatory changes, and evolving company practices. On a global basis, ISS has also reinforced the use of a common set of evaluation factors and specifically notes consideration of whether a proposal may substantively affect shareholder rights or interests.
For more color on the ISS policy updates – and themes to expect during the 2026 proxy season – make sure to mark your calendar for our January 8th webcast – “ISS Policy Updates and Key Issues for 2026.” This is one of our most-loved programs each year. It features Marc Goldstein, Managing Director & Head of U.S. Research at ISS, Davis Polk’s Ning Chiu, and Jasper Street Partners’ Rob Main. Members can attend the webcast at no charge. If your membership is expiring at the end of the year, make sure to renew it in time to catch this important program! And if you aren’t yet a member, sign up today by emailing info@ccrcorp.com or calling 800.737.1271.
– Liz Dunshee
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