Institutional Shareholder Services (ISS) and Glass, Lewis & Co. (Glass Lewis), two major proxy advisory firms in the United States, have updated their benchmark proxy voting guidelines for the 2026 proxy season.

These firms provide institutional investors with voting recommendations on key matters such as director elections, executive compensation, corporate governance changes, and shareholder proposals.

Public companies are encouraged to understand how the proxy advisory firms’ voting policies and guidelines may impact them for annual meetings in 2026. Below, we outline key details of the policy updates.

ISS benchmark policy updates

On November 25, 2025, ISS published its 2026 US Benchmark Policy updates, which will take effect for meetings held on or after February 1, 2026.

The updates address a variety of topics impacting public companies, as summarized below.

• Problematic capital structure/unequal voting rights. ISS now considers all capital structures with unequal voting rights problematic, regardless of whether superior voting shares are classified as “common” or “preferred.” However, preferred shares with voting rights that only pertain to holders’ rights are generally exempt. ISS also exempts convertible preferred shares voted on an “as-converted basis,” and situations in which enhanced voting rights are limited in duration.
• Long-term alignment in pay-for-performance (PFP) evaluation. ISS updates PFP quantitative screens to assess alignment over five years instead of three, while continuing to assess pay quantum over the short term.
• Time-based equity awards with a long-term time horizon. ISS provides for a more flexible approach in evaluating the equity pay mix for PFP qualitative reviews, including by considering the vesting and/or retention requirements for equity awards.
• Compensation committee responsiveness. ISS eliminates duplicated factors for evaluating responsiveness to shareholder input on executive pay by cross-referencing the say-on-pay (SOP) factors listed under its Board of Directors policy.
• Company responsiveness. ISS expands flexibility for companies to demonstrate responsiveness to low SOP support following recent Securities and Exchange Commission (SEC) guidance on Schedule 13G versus Schedule 13D filing status, as discussed in our prior blog post. For example, if a company discloses that it was unable to obtain shareholder feedback despite meaningful engagement efforts, ISS will assess the company’s actions taken in response to the SOP vote and the company’s explanation of how those actions benefit shareholders.
• High non-employee director (NED) pay. ISS expands its existing policy addressing high NED pay practices, allowing for adverse recommendations in the first year of occurrence if considered highly problematic, or when a pattern emerges across non-consecutive years.
• Enhancements to the Equity Plan Scorecard (EPSC). ISS adds a new scoring factor under the EPSC’s Plan Features pillar to assess whether plans that include NEDs disclose cash-denominated award limits. It also introduces a new negative overriding factor for equity plans that lack sufficient positive features under the Plan Features pillar, despite achieving an overall passing score.
• Environmental and social shareholder proposals. ISS adopts a fully case-by-case approach for proposals on diversity, political contributions, human rights, and climate change, taking into account proposal scope, shifting investor sentiment, regulatory changes, and evolving company practices and disclosure.

In addition, ISS’s Global Benchmark Policy has been updated to clarify the use of a case-by-case framework for environmental and social proposals across all markets and to reinforce the use of a common set of evaluation factors, including consideration of whether a proposal may substantively affect shareholder rights or interests. The Global Benchmark Policy updates further refine the classification of directors who receive compensation comparable to that of top executives. Those individuals will now be classified as non-independent non-executive directors unless there is clear evidence of managerial authority.

Glass Lewis benchmark policy updates

On October 15, 2025, Glass Lewis announced it will move away from “singularly-focused research and vote recommendations based on its house policy and shift[ing] to providing multiple perspectives that reflect the varied viewpoints of clients.” Beginning in 2027, Glass Lewis will provide a range of voting policies tailored to varied client perspectives instead of a single benchmark approach.

To reflect this change, Glass Lewis’s 2026 Benchmark Policy Guidelines (Glass Lewis Benchmark Policy) clarifies that it reflects broad investor opinion and widely accepted principles and is intended “to provide clients with nuanced analysis informed by market best practice, regulation, and prevailing investor sentiment.” The firm also notes that its Benchmark Policy represents just one of its policy offerings and that it provides services to a global client base with different viewpoints and objectives.

The Glass Lewis Benchmark Policy also includes the following substantive changes and clarifications that will go into effect in 2026:

• Mandatory arbitration. The policy may recommend that shareholders oppose the election of a governance committee chair or the entire committee if a newly public company’s governing documents contain a mandatory arbitration provision. Similarly, it generally advises against bylaw or charter amendments that provide for mandatory arbitration unless the company provides sufficient rationale and disclosure.
• Pay for performance. The updated “Pay for Performance” section reflects a new rating system for Glass Lewis’s proprietary pay-for-performance model, which will employ a scorecard-based approach consisting of up to six tests.  
• Shareholder rights. The policy is updated to include additional considerations that may lead to recommendations against the election of the chair of the governance committee or the entire committee if a company amends its governing documents to reduce or remove shareholder rights, such as by limiting the ability to submit shareholder proposals or file derivative lawsuits, or by implementing plurality voting instead of majority voting.
• Charter and/or bylaw amendments. The policy now combines its guidance on amendments to the certificate of incorporation and bylaws into a single section. It states that such amendments will be evaluated on a case-by-case basis, noting its opposition to bundling multiple amendments into a single proposal.
• Supermajority voting. The policy clarifies that it will evaluate proposals to eliminate supermajority voting requirements on a case-by-case basis, recognizing that, in situations involving companies with large or controlling shareholders, supermajority voting provisions may be appropriate to protect minority shareholders.
• Approach to shareholder proposals. The policy affirms it will generally approach shareholder proposals based on the premise that shareholders should be allowed to vote on matters of material importance. However, following the SEC’s November 17, 2025 policy change on shareholder proposals and the shareholder no-action process, the policy removes prior language about recommending against governance committee members at companies that excluded proposals after successful SEC no-action requests if Glass Lewis viewed such proposals as detrimental. The policy may be updated before or during the 2026 proxy season if there are additional changes to the shareholder proposal process.

Considerations for companies

Companies are encouraged to consider how the updates may impact shareholder voting at their upcoming annual meetings. Engagement with key shareholders and enhanced proxy statement disclosures may be warranted.

Further, companies are encouraged to watch for potential changes to the benchmark policies even during the 2026 proxy season, especially in light of the Trump Administration’s recent Executive Order, “Protecting American Investors From Foreign-Owned And Politically-Motivated Proxy Advisors.” Learn more in our blog post.

Learn more

DLA Piper will continue to monitor new developments regarding the proxy advisory firms and their benchmark guidelines.

For more information, please contact the authors.

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