April 1, 2026

Voting Guidelines: CalPERS Addresses Shareholder Proposal Exclusion & AI Oversight

CalPERS has posted new “April 2026” versions of its proxy voting guidelines and executive compensation analysis framework, as previewed at a recent Investment Committee meeting. According to the Investment Committee presentation, one key change is to add a new policy to “hold director nominees accountable at companies that have abused Rule 14a-8 surrounding shareowner proposal submission (no-action process).” The policy indicates that CalPERS staff will consider each scenario on a case-by-case basis and may vote “against” any or all of the following:

– Board Chair
– Nominating Governance Committee Members
– Long-Tenured Directors

The policy also notes that staff may decide to run “vote no” campaigns on a case-by-case basis.

They also added a short policy on AI oversight.

Artificial Intelligence (AI) Board Oversight. We may withhold votes from director nominees where there is evidence of failed and/or insufficient oversight of AI-related risks.

As I noted above, CalPERS updated its executive compensation framework as well. See Liz’s blog on CompensationStandards.com for more.

Meredith Ervine 

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