T. Rowe Price also recently announced updated proxy voting guidelines for 2026. And they posted, for the first time, a pre-annual-meeting-season review that addresses the policy updates and shares T. Rowe’s perspectives on other key proxy-season topics.

Regarding the updated proxy voting guidelines, the season preview notes that T. Rowe has updated its overboarding policy to add more flexibility, citing prior instances in which an override was needed.

TRPA’s current policy guidelines state that we may vote against directors that exhibit such a high number of board commitments that it causes concerns about the director’s effectiveness. Traditionally in the Americas region, concerns about overboarding arise with:

(1) Any director who serves on more than five public company boards; or

(2) Any director who is CEO of a publicly traded company and serves on more than one additional public board.

However, in recent years there have been several instances that necessitated an override of this policy. The most common overrides include cases when a company’s subsidiary is also publicly traded and either shares the board with the subsidiary or has significant overlap between the two boards—or one of the companies included in the count is a non‑operating company, such as a special purpose acquisition company. As a result, for 2026 a director at a company in the Americas will be considered overcommitted if he or she:

(1) Serves on more than six public company boards; or

(2) Serves as a CEO of a publicly traded company and serves on more than two additional public boards.

Our longstanding approach has been to consider the nominees’ potential contribution including skills, experience and demographic background when deciding how to vote on director appointments. To better reflect our actual practice, we have implemented a new board composition guideline for all regions this year.

While not highlighted in the report, the 2026 guidelines also reflect changes to the board diversity policy. The 2025 guidelines included this:

Board diversity policy. Our experience leads us to observe that boards lacking in diversity represent a sub-optimal composition and a potential risk to the company’s competitiveness over time. We recognize diversity can be defined across a number of dimensions. However, if a board is to be considered meaningfully diverse, in our view some diversity across gender, ethnic, or nationality lines must be present. For companies in the Americas, we generally oppose the re-elections of Governance Committee members if we find no evidence of board diversity.

The 2026 guidelines now include:

Board composition policy. Our experience leads us to observe that boards, without a suitable mix of viewpoints to assess the challenges and opportunities the company faces, represent a potential risk to its competitiveness over time. We consider the nominees’ potential contribution, including skills, experience, and demographic background, and how they may broaden the range of perspectives reflected in the boardroom discussion. For companies in the Americas, we generally oppose the re-elections of Governance Committee members if we find the board composition does not reflect consideration of these factors.

Note: I’m not seeing any updates (yet) from T. Rowe Price Investment Management.

– Meredith Ervine