Not long ago, I blogged about a survey of the responses to ISS’ annual policy survey. Now, ISS has posted its proposed voting policy changes for 2026. Comments are due by November 11th.
As noted in greater detail in this Cooley Alert, there are a total of 19 proposed policy changes including these eight policy changes that would apply in the US:
1. E&S Proposals: U.S. policy now fully case-by-case for environmental and social shareholder proposals.
2. Shareholder Proposals: Standardizes a case-by-case approach to shareholder proposals worldwide, even for less commonly addressed topics.
3. Unequal Voting Rights: Voting power disparities are problematic no matter the share class label.
4. Director Pay: Companies can face votes against them for high non-employee director pay even after just one year or for sporadic repeat issues.
5. Say-on-Pay Responsiveness: Greater flexibility for companies to show responsiveness to weak say-on-pay support, mindful of SEC Staff guidance on investor engagement.
6. Pay-for-Performance Horizon: Now considering a five-year lens (up from three) for evaluating long-term pay alignment, but still keeping short-term pay size in view.
7. Time-Based Equity Awards: A more flexible view on long-term time-based equity awards in assessing pay design quality.
8. Equity Plan Scorecard: New scorecard factor for non-employee director cash award limits and a potential penalty if plans lack strong features.
There are no changes being proposed for director overboarding policy parameters…
Authored by
Broc Romanek