BlackRock Investment Stewardship is out with updated policies that are effective this month. Key documents include:

– Global Principles
– Voting Guidelines
– Engagement Priorities

But there are many others in the BIS content library and our “Investor Voting Policies” Practice Area. There are a number of changes to the Voting Guidelines worth noting, as this Cooley blog highlights. Some general commentary and global changes seem to be more confirmatory / semantics:

BIS explicitly affirms compliance with the SEC’s February 2025 guidance on Schedule 13G eligibility, stating that it does not engage with portfolio companies “for the purpose, or with the effect, of changing or influencing control of any company.”

“Generally, BIS supports the vote recommendations of boards and management at companies with sound corporate governance and that deliver strong financial returns over time.” BIS has replaced “vote against” with “not support” when describing potential voting actions and, in most cases, has shifted from normative to more neutral, factual language when characterizing company actions (e.g., changing “where the board has failed to facilitate …” to “where the board has not facilitated …”).

Other global changes seem to be more meaningful:

BIS has also updated language throughout its policy to emphasize its focus on “financial” value and performance (e.g., replacing “long-term shareholder value” with “long-term financial value” and noting there should be a clear link between exec pay and “operational and financial performance” rather than simply “company performance” which encompassed both financial and non-financial results in last year’s policy).

That said, the policies address stakeholder impact:

BIS may express concerns about board oversight of material risks related to key stakeholders (employees, business supply chains, clients and consumers, regulators, and the communities in which they operate) through director votes or shareholder proposal support where the board, in BIS’s assessment, is not acting in shareholders’ long-term financial interests.

Then there are some specific policy areas with new language.

The term “diversity” no longer appears in BIS’s policy, nor does the S&P 500 board diversity data that was included in last year’s policy. References to “diversity” have been replaced with language like “various experiences, perspectives, and skillsets,” and references to “professional and personal characteristics” have been replaced with “qualifications.”

BIS no longer asks companies to disclose their approach to DEI and workforce demographics. Instead, to understand a company’s approach to managing risks and opportunities associated with human capital, BIS wants disclosures on matters such as “workforce size, composition, compensation, engagement, turnover, training and development, working conditions and health, safety and wellbeing, among other possible topics.”

BIS notes that standardized disclosure of sustainability-related data “supports investors in making informed decisions,” highlighting ISSB standards, IFRS S1 and S2, as one approach to standardization it finds useful, but further notes that it does not mandate any specific disclosure framework companies should use.

BIS expanded its discussion of shareholder proposals, reaffirming its case-by-case analysis and providing further guidance on its approach, including that its analysis “considers whether a shareholder proposal addresses a material risk that may impact a company’s long-term financial performance,” that it does not support proposals it views as “inconsistent with long-term financial value or that seek to micromanage companies,” and that it considers the “legal effect” of the proposal (i.e., advisory vs. legally binding).

For updates on the compensation side of things, Liz covered those on CompensationStandards.com yesterday.

TL; DR: Despite many language changes, there aren’t too many seismic shifts here beyond trends that were already percolating last proxy season. But keep in mind that things are more complex than they seem. As Liz reminded us yesterday, BlackRock and other big asset managers have split the voting functions for their index and active stewardship teams, so there’s a separate set of Global Engagement & Voting Policies and Engagement Priorities for 2026 for BlackRock’s actively managed funds. You’ll need to drill down on holdings to assess the impact of both sets of policies.

– Meredith Ervine