ISS Governance Launches Open Comment Period for Proposed 2026 Benchmark Voting Policy Changes

ROCKVILLE, Md. (October 30, 2025) — ISS Governance, a leading global provider of independent and objective shareholder meeting research and vote recommendations and a unit of ISS STOXX, today announced the launch of its open comment period on proposed changes to its ISS Benchmark voting policies for 2026. The open comment period elicits feedback from investors, companies, and other market participants globally on the proposed ISS Benchmark policy changes for 2026 and beyond, and will run through 5 p.m. ET on 11 November, 2025.

To ensure changes to the ISS Benchmark voting policies take into consideration a broad range of perspectives, ISS Governance gathers input each year through a variety of channels and mediums. Following the recent release of the results of our 2025 ISS Global Benchmark Policy Survey, we now make available for public comment a number of proposed changes to ISS Benchmark voting policies for 2026.

Feedback is sought from all interested parties on 19 proposed policy changes, including on the following topics:

U.S.   

• Capital structures – unequal voting rights: Capital structures with unequal voting rights to be considered problematic regardless of whether shares with superior voting rights are classified as “common” or “preferred.”
• Non-employee director (NED) compensation practices – problematic high NED pay: Expands existing policy addressing problematic high NED pay practices, allowing for adverse vote recommendations in the first year of occurrence or when a pattern emerges across non-consecutive years.
• Executive compensation – company responsiveness: In light of recent SEC guidance on Schedule 13G (passive) versus Schedule 13D (active) filing status for institutional investors, which may create legal uncertainties when companies seek to obtain feedback from shareholders, this proposed policy change allows more flexibility for companies to demonstrate responsiveness to low say-on-pay support.
• Executive compensation – long-term alignment in pay-for-performance evaluation: Updates U.S. pay-for-performance quantitative screens to assess pay-for-performance alignment over a longer-term time horizon, considering a five-year period, compared to the current three years, while maintaining an assessment of pay quantum over the short term.
• Executive compensation – time-based equity awards with long-term time horizon: This proposed policy update reflects the importance of a longer-term time horizon for time-based equity awards and represents a more flexible approach in evaluating equity pay mix in the pay-for-performance qualitative review.
• Executive compensation – enhancements to equity plan scorecard: Adds a new scored factor under the Plan Features pillar to assess whether plans that include non-employee directors disclose cash-denominated award limits and introduces a new negative overriding factor for equity plans found to be lacking sufficient positive features under the Plan Features pillar.

U.K. and Ireland

• General Meeting formats – definition of in-person shareholder meetings: Establishes a clear definition of in-person meetings to address recent practices by some companies seeking to introduce more restrictive in-person shareholder meetings, with the potential to diminish shareholder participation and restrict opportunities for engagement with the board.

Continental Europe

• General Meeting formats – definition of in-person shareholder meetings: Establishes a clear definition of in-person meetings to address recent practices by some companies seeking to introduce more restrictive in-person shareholder meetings, with potential to diminish shareholder participation and restrict opportunities for engagement with the board.

Japan

• Director elections – board independence in controlled companies: Raises the minimum recommended board independence level for controlled companies to majority independent, reflecting improvements in Japanese corporate governance practices and addressing concerns regarding controlling shareholder influence potentially detrimental to minority shareholders’ interests.

U.S. and Global

• U.S. Environmental and Social-related (E&S) shareholder proposals: Updates U.S. policy on four E&S-related shareholder proposal topics to reflect fully case-by-case assessments of each situation.
• Global – shareholder proposals: Updates to all market and regional policies globally to reinforce a consistent case-by-case approach, and to provide a baseline for shareholder proposal topics not explicitly covered in some market and regional policies.

The open comment period document notes that no changes are being proposed for director overboarding policy parameters for 2026, and the reasons why.

Access the full proposed policy changes document for comment here.

Comments received will be considered as ISS Governance finalizes the changes for its 2026 Benchmark voting policies, which will be announced in late November, and will generally be applicable for shareholder meetings taking place on or after 1 February, 2026.

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About ISS Governance
Founded in 1985 as Institutional Shareholder Services (ISS) Inc., ISS Governance is a leading global provider of independent and objective shareholder meeting research and recommendations, providing multiple voting policy choices as well as end-to-end workflow solutions for institutional investors. More than 1,600 clients worldwide utilize ISS Governance’s actionable expertise to help them make informed investment stewardship decisions, and to help them manage their voting responsibilities. Covering over 50,000 meetings annually, ISS Governance leverages its extensive global footprint, deep experience, high quality data and analysis, unified client support, and technology infrastructure to continuously evolve and extend its innovative suite of solutions to meet clients’ evolving portfolio, fiduciary, and stewardship requirements. Learn more at: https://www.issgovernance.com/solutions/proxy-voting-services/ 

About ISS STOXX
ISS STOXX GmbH, through its group companies, is a leading provider of comprehensive and data-centric research and technology solutions that help capital market participants identify investment opportunities, detect qualitative and quantitative portfolio company risks, and meet evolving regulatory requirements. With roots dating back to 1985, we today deliver world-class benchmark and custom indices across asset classes and geographies and serve as a premier source of independent corporate governance, sustainability, cyber risk, and fund intelligence research, data, and related offerings. Our products and services give clients the scale and leverage they need to grow their business more effectively and efficiently. ISS STOXX, which is majority owned by Deutsche Börse Group, is comprised of more than 3,800 professionals operating across 30 global locations in 20 countries. Its approximately 5,500 clients include many of the world’s leading institutional investors who turn to ISS STOXX for its objective and varied offerings, as well as companies focused on ESG, cyber, and governance risk mitigation as a shareholder value enhancing measure. Clients rely on ISS STOXX’s expertise to help them make informed decisions to benefit their stakeholders.  

Media Contact:
Izabella Nagy
Communications Analyst
press@iss-stoxx.com