Here’s an excerpt from this Cooley Alert penned by Brad Goldberg, Beth Sasfai, Michael Mencher, Luci Altman and Vince Flynn (see the full Alert for a recap of about Vanguard’s updates):
BlackRock: What changed in 2026
Universal changes
BIS introduced several notable shifts in tone and framing across its 2026 guidelines. The firm replaced “vote against” with “not support” when describing potential voting actions and generally shifted away from normative phrasing toward more neutral, factual language when characterizing company actions (such as revising “where the board has failed to facilitate” to “where the board has not facilitated”).
BIS also updated language throughout its guidelines to emphasize its focus on “financial” value and performance, replacing references to “long-term shareholder value” with “long-term financial value” and clarifying that executive pay should be tied to “operational and financial performance,” narrowing the broader “company performance” concept used in prior years, which encompassed both financial and nonfinancial results.
In addition, BIS expressly affirms compliance with the Securities and Exchange Commission’s February 11, 2025, guidance on Schedule 13G eligibility, stating that it does not engage with companies “for the purpose, or with the effect, of changing or influencing control of any company.”
Overboarding
While BIS’s numerical overboarding thresholds remain unchanged, the guidelines now state that BIS “may consider the application of our regional voting guidelines” when evaluating directors who serve on non-US public company boards. This replaces prior language indicating that BIS would consider total board commitments “across our global policies.” The revised formulation introduces some ambiguity regarding whether non-US limits could influence voting on US boards when directors of US companies sit on non-US boards.
Board composition
BIS removed the term “diversity” from its guidelines and eliminated the S&P 500 board diversity data included last year. The guidelines replace prior references to “diversity” with language like “various experiences, perspectives, and skillsets,” and references to “professional and personal characteristics” have been replaced with “qualifications.”
Nevertheless, for S&P 500 companies, BIS may not support nominating/governance committee members where the board is a “sustained outlier” relative to market practice in its mix of experiences, perspectives and skill sets. A footnote clarifies that relevant director attributes may include professional background and demographic characteristics such as “gender, race/ethnicity, disability, U.S. veteran status, LGBTQ+ identity, and national, indigenous, religious, or cultural identity.” This overall approach is consistent with the 2025 removal of quantitative board diversity tests, in line with broader market practice.
Executive perquisites
BIS now explicitly references executive perquisites in its guidelines, noting that it seeks to understand the rationale for certain benefits, such as security, and whether the compensation committee regularly evaluates their appropriateness.
Sustainability disclosures
BIS replaced its prior transition-narrative framing around climate risk with a more targeted, materiality-driven approach to climate-related disclosures. For companies facing material climate-related risks, BIS notes that it is helpful when they publicly disclose how they intend to deliver long-term financial performance through the low-carbon transition.
BIS also reiterates that robust, standardized disclosure helps investors assess how companies manage material sustainability-related risks and opportunities, and it identifies the International Sustainability Standards Board’s (ISSB) International Financial Reporting Standards S1 and S2 standards as a useful (though not required) framework, while acknowledging that adoption will vary across markets. Given BlackRock’s low support for environmental and social (E&S) shareholder proposals, discussed below, this policy language is likely to have limited, if any, impact on 2026 proxy voting.
Stakeholder impacts
BIS added that it 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 support for business-relevant shareholder proposals where the board, in BIS’s assessment, is not acting in shareholders’ long-term financial interests.
Human capital management
BIS removed its expectation that companies disclose their approach to diversity, equity and inclusion practices and their workforce demographics. Instead, to understand a company’s approach to managing risks and opportunities associated with human capital, BIS states it finds it helpful when companies disclose matters such as “workforce size, composition, compensation, engagement, turnover, training and development, working conditions and health, safety and wellbeing, among other possible topics.” Similar to the above topics, it is unlikely that this policy will have direct impacts on proxy voting for most companies in 2026.
Shareholder proposals
BIS expanded its discussion of shareholder proposals, reaffirming its case-by-case approach and providing further guidance on its evaluative framework. BIS indicates that it assesses whether a shareholder proposal addresses a material risk that may impact a company’s long-term financial performance; does not support proposals it views as inconsistent with long-term financial value or that seek to micromanage companies; and considers the legal effect of the proposal, which may be advisory, binding or illegal, depending on the applicable jurisdiction.
BlackRock’s 2025 Global Voting Spotlight reported support for fewer than 2% of E&S proposals globally, citing concerns that many lacked economic merit, were overly prescriptive or sought to address risks already being managed by the company. The updated policy language largely reiterates this existing posture and is unlikely to materially affect BIS’s support levels in 2026.”
Authored by
Broc Romanek