Here’s a summary of key updates that BlackRock Investment Stewardship (BIS) recently made to its proxy voting guidelines, penned by Cooley’s Brad Goldberg, Beth Sasfai, Michael Mencher and Vince Flynn. The upshot is that the 2026 updates largely reinforce trends from last year, including a sharper emphasis on financial materiality, the removal of “diversity” terminology in favor of experience- and skills-based framing, more neutral language designed to avoid any perception of influencing company decisions, and no significant changes to core voting policies.
Here are nine things to know:
- Notable new language / overarching theme: “Generally, BIS supports the vote recommendations of boards and management at companies with sound corporate governance and that deliver strong financial returns over time.”
- Language and framing shifts: 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 …”). 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).
On a likely related note, 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.”
- Overboarding (updated item): “We will take the total number of board commitments across our global policies into account for director elections” has been replaced with “In evaluating a director’s total number of board commitments, we may consider the application of our regional voting guidelines, as appropriate, in cases where a director serves on non-U.S. public boards.” This language remains somewhat ambiguous (e.g., would BIS apply a non-US overboarding limit to a director at their US board(s) or only at their non-US boards?).
- Board composition (updated item): 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.”
Still, BIS may not support members of a nominating and corporate governance board committee where an S&P 500 company board is “a sustained outlier compared to market practice in terms of its variety of experiences, perspectives, and skillsets,” and BIS notes the following in a corresponding footnote: “Aspects of a director’s background that may, depending on the company, contribute to the experiences, perspectives, and skillsets that inform effective board oversight include professional background, as well as demographic background, including gender, race/ethnicity, disability, U.S. veteran status, LGBTQ+ identity, and national, indigenous, religious, or cultural identity.”
- Perks (new item): BIS added the following language to this year’s policy: “BIS also looks to understand the rationale for certain executive perquisites, such as security, and whether the appropriateness of any such executive perquisites is regularly evaluated by the compensation committee.” BIS’s prior policy did not explicitly discuss perks.
- Sustainability disclosures (updated item): 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.
- Stakeholder impacts (new item): 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.
- Human capital management (updated item): 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.”
- Shareholder proposals (updated item): 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).
Authored by
Broc Romanek