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Yesterday, ISS announced that the comment period on proposed changes to its benchmark voting policies is now open and will run through 5 p.m. ET on November 4, 2026. ISS is seeking input from investors, companies, and other market participants on its proposed voting policy changes for the 2027 proxy season.

Here is a summary of the changes applicable to the U.S. market and all markets globally from the summary section of the request for comments:

Bylaw Amendments – Management Proposals to Ratify Existing Charter or Bylaw Provisions: Clarifies the policy for situations where a management proposal seeking ratification of an existing governance practice or provision addresses the same topic as a shareholder proposal and is used to exclude a shareholder proposal from the meeting ballot.

Executive Compensation – Option Valuation Model: Removes references to ISS’ binomial option pricing model, replacing it with Black-Scholes as the methodology to be used for ISS’ valuation of options to calculate Shareholder Value Transfer (SVT) from 2027.

Climate Board Accountability: A global update to the Climate Board Accountability policy for ISS benchmark policies worldwide, codifying a fully case-by-case approach to this topic for all markets.

Risk Oversight – Cybersecurity and AI: All ISS benchmark policies on director elections globally contain a provision where, under extraordinary circumstances, material failures of risk oversight may be addressed as governance failures or egregious actions through recommendations on director elections. This global change adds cybersecurity and artificial intelligence-related risks to the named examples of possible factors in assessing material failures of risk oversight.

The request for comments then includes marked copies of the policies showing the exact changes proposed plus a more detailed rationale for each change.

The changes applicable to the U.S. market seem pretty light compared to some prior years, and notably, quite a few topics addressed in ISS’s recent survey are not reflected in the proposed policy changes. That’s not particularly surprising for some survey questions that asked a “what if,” assuming pending SEC proposals are finalized as proposed.

ISS expects to release its 2027 benchmark voting policies, which will be effective for shareholder meetings occurring on or after February 1, 2027, in late November or early December.

– Meredith Ervine