State Street Investment Management (SSIM)–formerly State Street Global Advisors (SSGA)–has published its 2026 global voting policy updates which are effective April 2026¹.  The material changes, which are discussed below, include embedding financial performance into certain policies, streamlining the framework for evaluating shareholder proposals, and disclosing the guidelines followed by the asset stewardship team when engaging with U.S. public companies.

Financial performance

SSIM has incorporated financial performance, based on total shareholder return (TSR) relative to the company’s Global Industry Classification Standard (GICS) sector, into its assessment of board composition, board oversight of risks and opportunities, and executive compensation. It has removed board diversity factors from its discussion of board quality and composition.  It has also eliminated its section on board oversight of geopolitical risk.

Evaluation of shareholder proposals

In evaluating shareholder proposals, SSIM will consider whether adoption would promote long-term shareholder value in the context of its core governance principles:  effective board oversight, quality disclosure and shareholder protection.  It has removed its previous factors for supporting a shareholder proposal which, in the case of disclosure requests, included satisfying SSIM’s detailed disclosure criteria on issues such as climate change; nature and biodiversity; human capital management; diversity, equity and inclusion (DEI); human rights; and political activities.

Shareholder rights

SSIM has removed its explicit preference for a 25% or less ownership threshold for shareholders to call a special meeting or act by written consent.

Engagement policy

SSIM has added an appendix with guidelines on how its asset stewardship team will conduct engagements with U.S. public companies.  In keeping with last year’s SEC guidance on passive/active investor status, SSIM’s discussion parameters underscore that it does not seek to influence or change control of any issuer, including the following:

• It will not discuss how it intends to cast its vote on any particular ballot item or its rationale for any vote it has made.
• It will not dictate or pressure companies to adopt or change any policies or fundamental business choices.
• It will not engage in discussions that explicitly or implicitly suggest contingent voting or divestment if a company does not adopt SSIM’s viewpoint on a particular item, or that suggest that any particular factor, policy or practice is dispositive in its engagement or voting decisions.

SSIM expects its U.S. portfolio companies to set engagement meeting agendas.  The stewardship team will be in “listen-only” mode during discussions of the following topics with either companies or investors soliciting SSIM’s votes in connection with contested shareholder meetings, “vote no” campaigns, or shareholder proposals:

• Contested director elections
• Adoption of a climate transition plan
• Adoption of specific targets for emissions reduction
• Disclosure, reduction or adoption of a policy on Scope 3 emissions
• Changes to the company’s capital allocation

SSIM further states that it does not apply, nor will its stewardship team discuss, specific targets or thresholds of gender, racial or ethnic diversity in connection with U.S. portfolio companies.

Proxy voting process

In its overview of its asset stewardship program, SSIM deleted references to its use of Institutional Shareholder Services (ISS) to facilitate the execution of its proxy votes, including acting as its proxy voting agent, assisting in applying SSIM’s voting policy, and providing research and analysis relating to general corporate governance issues and specific proxy items. 

Efficiency. Transparency. Speed. Shareholders expect more than ever from corporate communications, even as studies suggest that 80 percent of a firm’s valuation is linked to investor relations (IR) activities. And as so often in our febrile digital world, it is tempting to see the solution contained in just two letters: AI. Certainly, the numbers here are once again compelling, with over four out of five insiders believing AI can make IR both faster and more streamlined.

To an extent, this overwhelming enthusiasm makes sense. Quite aside from the clear potential of AI across the broader culture, machine learning systems can parse and analyse vast amounts of data more or less immediately. Yet if that has manifest advantages for IR professionals, especially when dealing with thousands of shareholders at once, caution is still required. In the end, corporate communications are meant not for robots but people — with AI there to amplify, not replace, the value of flesh-and-blood IR teams.

Amplification not automation

Perhaps the clearest limitation of ‘tech-first communications’ is contained in the term itself. Technology, whatever its strengths, is ultimately just a collection of ones and zeroes, lacking the subtlety of an actual human being. Despite this obvious truth, and the fact that AI has only been around for a couple of years, IR teams have already been punished for ignoring it.

This is true even at the world’s biggest companies. At the 2023 launch of its Bing AI tool, for instance, a Microsoft marketing executive asked the system to summarise Gap’s IR site – only to be given answers filled with errors.

And even if teams avoid such awkward embarrassments, the truth is that ‘off the shelf’ AI platforms are designed by developers who do not always grasp the nuances of IR. Any IR professional worth their salt knows that tone, timing and context are key to keeping shareholders happy, with surveys highlighting personalised relationship building as fundamental to the role.

In other words, if left alone AI will never truly succeed, especially when over a third of chief financial officers report that IR communications are becoming more frequent and urgent, increasing the room for mistakes.

The solution is to craft AI platforms alongside IR professionals, appreciating their needs without removing their agency. In practice, this means seeing AI as a workforce multiplier, particularly when it comes to computational tasks that do not necessarily require the personal touch.

There are plenty of case studies here, not least when enterprise AI can perform literally trillions of sums a second. One example might involve using AI to flag abnormal stock movements, allowing executives to spot short attacks early. Elsewhere, AI could be deployed to analyse historical trading patterns, predicting what institutional investors will do next.

Even a cursory look at the figures shows how useful such number-crunching can be, with AI set to save white-collar workers 12 hours a week by 2029 — even as proxy fights at Exxon and Disney were partly won by lightning-fast campaigns.

Yet the broader point is that AI is only the first stage of the IR process. Once the algorithm has provided the data, it is up to the human team to act, whether by sending a chief executive letter or drafting a conciliatory press release.

The same is true even when AI takes on a more intimate role. Imagine, for instance, that a corporate is planning an investor day. AI is invaluable for finessing scripts – tightening tone and pacing, and so on – but a living, breathing executive must finally step up and give the speech.

In a similar vein, AI can help with other documents, drafting Q&As or earning reports. Yet they must still be finessed by hand, with shareholder sentiment and ongoing activist campaigns just two important factors to consider. This same rule applies even when AI is conscripted to more offbeat tasks. Yes, IR officers are exploiting AI to brief results in multiple languages or instantly generate podcasts. But that means little if the grammar is off or the voices inaudible.

To put it differently, then, AI is about more than mere speed, and rather represents an opportunity for corporates to work smarter, enhancing results even as they cut workloads. As so often, industry polling is revealing here, with AI especially popular among smaller media teams – those frantically juggling IR with more generic communication tasks.

From theory to practice: real‑world use cases

Across the IR landscape, teams are increasingly using AI‑enabled tools to track sentiment on platforms such as StockTwits and other social channels. This helps issuers understand how retail investors are reacting to press releases, earnings calls and investor days in near real time. These early indicators allow IR leaders to address concerns or misconceptions before they solidify and influence institutional conversations, transforming what was once a lagging signal into a proactive, early‑warning capability.

AI is also being adopted to streamline content development and review. Many IR teams now use AI to assist in reviewing earnings scripts and investor communications for clarity, tone and potential risk areas, compressing work that might previously have taken days or weeks into a matter of hours. Importantly, the goal is not to replace human judgment or generate copy autonomously, but to free experienced IR professionals to focus on messaging strategy, targeting and high‑value stakeholder engagement.

On the analytics side, advanced platforms are beginning to aggregate years of proxy, governance and market data to offer companies a real‑time view of shareholder activity, motivations and likely voting behaviour. As AI‑driven modelling features mature, issuers, advisers and financial institutions can run vote projections ahead of proxy contests or contentious meetings, allowing them to refine proposals and engagement plans based on predicted outcomes rather than assumptions.

Guardrails: governance, trust and ‘responsible AI’

As AI becomes more embedded in capital markets, both regulators and investors are sharpening their focus on how it is used.

On the governance side, a growing share of S&P 500 companies now disclose explicit board-level oversight of AI, with one recent review finding that such disclosures increased by more than 80 percent in a single year. Many boards are moving AI from a purely operational topic to a core risk and strategy issue.

Investors are sending similar signals. An EY survey of institutional investors in 2024 found that around one in five cited ‘responsible AI’ as a concern in their engagements with companies, and subsequent research indicates that proportion has since risen as awareness of AI risks has grown. At the same time, activist investors are pressing large technology and consumer companies, including Apple and Amazon, with shareholder proposals demanding greater transparency around AI, data collection and model usage.

For IR teams, that means two things. First, they need to be ready to explain how their company uses AI – in products, operations and decision making – in a way that is concrete, balanced and credible. Second, they must hold themselves to the same standard in their own use of AI: being clear about human oversight, data sources, accuracy checks and how they protect material non-public information.

This pressure is only likely to intensify. One recent industry forecast suggests that the AI enabled investor presentation software market could grow roughly fourfold by 2033, as both corporates and investors adopt more sophisticated tools for modelling scenarios, simulating votes and tailoring messaging. Activist funds are already experimenting with AI driven voting simulations and predictive analytics to stress test campaigns and anticipate management responses.

Against that backdrop, complacency carries both reputational and operational costs. The IR functions that will thrive are those that adopt AI early – but thoughtfully – and build a culture where human expertise is amplified, not sidelined.

Taken together, the message for IR leaders is clear. AI is no longer a distant buzzword; it is rapidly becoming a practical advantage – and, increasingly, a baseline expectation – in investor communications. But technology alone is not the differentiator. The real edge belongs to teams that blend human intelligence with digital amplification: using AI to see more, sooner, while still relying on experience, judgment and relationships to decide what to do next.

In an era when investors scrutinize every line of a proxy statement and every dollar of dilution, public companies are increasingly turning to vote projections to navigate the choppy waters of proxy season. These probabilistic forecasts, built on data, governance insight and disciplined scenario analysis, while remarkably accurate are not promises of outcomes but powerful decision-support tools. They help boards, counsel and corporate secretaries chart a course that aligns management’s strategic objectives with what shareholders are likely to approve.

Purpose: to provide a shareholder vote sensitivity analysis of potential outcomes of ballot items, including shareholder proposals, approval of equity compensation plans and increases in capital among other proposals.

What a vote projection does: A vote projection is a structured analysis that combines a company’s specific shareholder base, historical voting patterns, proxy advisor firm guidelines and influence and proposal specifics. Typically a company will want to run a few projection scenarios, as many proposals will be reviewed on a case-by-case basis by the proxy advisory firms and shareholders.

Ultimately, a vote projection will tell you whether a proposal is likely to pass a shareholder vote. In addition, a strong projection will give you a close sense of what the vote outcome is likely to be.

When are vote projections used: A vote projection can be used on any ballot item that is put before shareholders but in Alliance Advisor’s experience, the three most common ballot items are equity compensation plans, proposals submitted by shareholders and increases in authorized capital.

Equity Plan Proposals

Equity plan proposals (whether asking for new shares or an entirely new plan) are one of the most important ballot items put before shareholders. Performing a vote projection is an important step in the planning process. A projection analysis will inform you of the influence of ISS and how critical their support will be on the proposal… spoiler…rarely is ISS outcome determinative. Just as importantly, a projection will allow you to zero in on the number of shares your specific shareholder base is likely to support.

Benefits for Equity Plan Proposals:

Vote projections serve as an early-warning system to identify potential opposition before the actual vote. They allow time to address potential shareholder policy concerns and modify the proposal and disclosure, which reduces the risk of the proposal failing a shareholder vote.

They provide the foundation for targeted engagement and proposal optimization by pinpointing specific institutional investors likely to vote against. This in turn provides data to adjust the equity plan terms as disclosure to maximize shareholder support. In some cases, vote projections can indicate to management that they can seek more shares than originally proposed.

Proposals Submitted by Shareholders

Proposals submitted by shareholders are often nuisances for management but should not be taken lightly. Typically, companies want to see what the base line support would be to determine if the proposal will pass or fail and the likely vote outcome. This will help determine the appropriate proxy solicitation strategy.

Benefits for Proposals Submitted by Shareholders:

Based on the expected level of shareholder support it helps gauge whether aggressive opposition, neutral stance or acceptance is appropriate and prevents underestimating support for proposals that may pass.

Vote projections can also help with the overall proxy statement strategy and positioning of the proposal. It provides data to help craft more persuasive “Vote AGAINST” rationale based on shareholder sentiment and voting support levels, and identifies specific concerns to address in opposition statements. It can also help determine if voluntary adoption of proposal elements could defuse support.

Capital Raises

Increases in capital ballot items seek to increase authorized shares or cover private placements over 20 percent of the outstanding shares. Vote projections in this area can mean life or death for a capital-starved company, particularly small and mid-cap companies.

Benefits for Capital Raise Proposals:

For capital raises, certainty that the proposal will be approved by shareholders is the single most important benefit. Companies can reduce execution risk and enable better timing decisions by gauging shareholder support in advance. In addition, data gleaned from the research can help in identifying acceptable dilution thresholds, which help with structuring terms (warrants, conversion ratios, discounts) that maximize approval odds.

For exchange-listed companies requiring shareholder approval (e.g., >20 percent dilution under NYSE/Nasdaq rules) it helps determine if private placement or registered offering is a more viable option.

For capital-starved companies, a vote projection can help avoid failed offerings that damage market credibility. It can also help minimize legal and advisory costs from drawn-out campaigns and proxy solicitation cost associated with failed votes requiring re-solicitation.

In summary, vote projections are a valuable tool for gauging the success of any type of ballot item. They provide boards and management with actionable data on the likelihood of success, proxy solicitation strategy, and also demonstrate due diligence to board members and support informed decision-making. Companies looking to achieve certainty going into a shareholder meeting should reach out to a proxy solicitor with a demonstrable track record of delivering accurate vote projections.

Introduction

This cross-market comparison has been developed focusing on the United Kingdom and Germany, arguably two of the most sophisticated capital markets in Europe. Distinctions in specific voting guidelines and corporate governance expectations between these jurisdictions are not viewed as compromising the validity of this high-level statistical comparison.

To facilitate a robust dataset for meaningful analysis, the FTSE 100 was utilized for the United Kingdom, while a synthetic “DAX 90“ -comprising an aggregation of the DAX 40 and MDAX 50- was established to provide a comparable German peer group.

Therefore, we examined the voting activity of 15 top-tier global investors across 85 FTSE 100 and 82 DAX 90 constituents throughout 2025, with a total volume of 24,535 and 19,414 recorded investor votes, respectively. It is considered a substantial basis for evaluating voting behaviour against Institutional Shareholder Services (“ISS”) and Glass Lewis (“GL”) recommendations, the two preeminent global proxy advisory firms.

Key Findings

• Within the FTSE 100 and DAX 90 indices, alignment with positive ISS recommendations appears consistently high. In the FTSE 100, twelve investors exhibit an alignment of 99% or greater, whereas ten investors attain this threshold within the DAX 90. The remaining institutional investors nevertheless maintain substantial alignment rates, ranging between 91.7% and 98.7%.
• The negative ISS recommendations reveal a starkly different landscape. The peak alignment in the FTSE 100 reaches 96%, and 88.3% in the DAX 90. Furthermore, alignment rates fluctuate significantly, descending to as low as 19.1% in the FTSE 100 and 14.2% in the DAX 90.
• Regarding positive GL recommendations, the degree of alignment across both the FTSE 100 and the DAX 90 tends to be lower. While ten investors in the FTSE 100 maintain an alignment of 99% or greater, only three investors reach this level within the DAX 90.
• Concluding with negative GL recommendations, the highest alignment within the FTSE 100 stands at 72.2%, with a notable decrease to a floor of 17.7%. In contrast, the DAX 90 exhibits a higher peak alignment of 86.3%, while the minimum alignment observed is 29%.

Deconstructing the “Blind Following” Narrative

The high degree of alignment with positive proxy advisory recommendations suggests that proxy advisory mirrors an established consensus on core corporate governance topics.

In contrast, the lower alignment with negative recommendations indicates that investors’ internal voting guidelines are less rigid and thus frequently support agenda items even when ISS and/or Glass Lewis recommend against them. This highlights a distinct misalignment between the standardized recommendations of proxy advisors and the independent stewardship policies of individual institutional investors.

The (Secret) “Decision-Maker” Narrative

The discourse surrounding proxy advisory firms frequently invokes the narrative of a “secret decision-maker,” a theme that remains a staple of both professional discussions and media coverage.

While it cannot be entirely discounted that certain individual AGMs, if viewed in isolation, might suggest that proxy advice served as the primary catalyst for a voting outcome, our empirical data appears to challenge this assumption.

From Ex-Post Observation to Ex-Ante Strategy

ISS and Glass Lewis recommendations are strong statistical indicators, but their review is essentially passive and retrospective.

While our clients already benefit from a proprietary database granular enough to track & analyse specific agenda item types, achieving success at an AGM requires moving beyond reactive damage control. By shifting the focus to a proactive analysis of individual investor guidelines, companies can bridge the ‘governance gap’ long before a proxy advisory analysis is even published.

Ultimately, a positive outcome is determined by aligning corporate decisions and the meeting agenda with investors’ expectations well in advance of the shareholder meeting.

Statistics: FTSE 100 & DAX 90 vs. ISS & Glass Lewis

Comparison of the Peers: FTSE 100 & DAX 90

The following dataset details the voting activity of the fifteen selected institutional investors alongside their disclosed utilization of ISS and/or Glass Lewis (“GL”) advisory services. This data serves as the empirical foundation for the subsequent analysis of alignment or divergence with the proxy advisory recommendations.

• Sample Size and Investor Profile: The dataset encompasses the aggregate number of agenda items voted upon by each constituent investor across both indices. For instance, Amundi recorded votes on 1,798 items within the FTSE 100 and 1,570 within the DAX 90. It appears that investors utilizing index-tracking strategies naturally exhibit a higher volume of voted agenda items. Conversely, more concentrated or selective investors, characterized by a narrower scope of investee companies, demonstrate a correspondingly lower number of voted items.
• Weighting and Distribution: Within this peer group, the total volume of votes amounts to 43,949. The FTSE 100 accounts for 24,535 of these votes (55.8%), while the DAX 90 represents 19,414 (44.2%).
• Market Variance: The higher volume observed within the FTSE 100 appears to be driven by a greater aggregate number of votable agenda items per company in the UK market, rather than being a result of investor selection. As delineated in the “Methodology & Database” section, the analysis encompasses 85 of the FTSE 100 and 82 of the DAX 90 companies, reflecting a balanced corporate peer group despite the variance in absolute vote counts.

ISS Recommendations Alignment: FTSE 100 & DAX 90

Further illustrations can be found on the heatmaps and bar charts below.

ISS + = Voting +

This dataset shows the percentage of “For” votes cast for agenda items that received a positive ISS recommendation. Any deviation from 100% occurs when an investor votes against an item despite a supportive ISS recommendation.

• High Alignment: Alignment with “For” recommendations remains exceptionally high across both markets; indeed, the degree of alignment exceeds 99% in twelve instances within the FTSE 100 and in ten cases within the DAX 90.
  Market Comparison: The unweighted average alignment for positive recommendations is slightly higher in the DAX 90 (~98.8%) than in the FTSE 100 (~98.1%).
• Regional Trend: In 11 out of 15 cases, investors show higher alignment with ISS “For” recommendations in the DAX 90 compared to the FTSE 100.

ISS – = Voting –

This dataset shows the percentage of “Against” votes cast for agenda items that received a negative ISS recommendation. Any deviation from 100% occurs when an investor votes for an item despite a negative ISS recommendation.

• Low Alignment: Alignment with “Against” recommendations remains low across both markets.
  Market Comparison: In contrast to the consensus observed regarding positive recommendations, the unweighted average alignment for negative recommendations decreases substantially to approximately 41.5% in the FTSE 100 and 51.5% in the DAX 90. Furthermore, individual alignment levels exhibit significant volatility, descending to a floor of 19.1% within the FTSE 100 and 14.2% within the DAX 90.
• Regional Trend: In 10 out of 15 cases, investors demonstrate a relatively stricter adherence to ISS “Against” recommendations in the German market than in the UK.

Glass Lewis (“GL”) Recommendations Alignment: FTSE 100 & DAX 90

Further illustrations can be found on the heatmaps and bar charts below.

GL + = Voting +

This dataset shows the percentage of “For” votes cast for agenda items that received a positive GL recommendation. Any deviation from 100% occurs when an investor votes against an item despite a supportive GL recommendation.
Strong Alignment : Similar to ISS, alignment with positive GL recommendations remains exceptionally high, with nearly all investors exceeding 90% across both markets.

• Market Comparison: The unweighted average alignment for positive recommendations is slightly higher in the FTSE 100 (~98.3%) compared to the DAX 90 (~96.3%).
• Regional Trend: 10 of 15 investors show a higher alignment with GL “For” recommendations in the FTSE 100 compared to the DAX 90.

GL – = Voting –

This dataset shows the percentage of “Against” votes cast for agenda items that received a negative GL recommendation. Any deviation from 100% occurs when an investor votes against an item despite a supportive GL recommendation.

• Low Alignment: Alignment with “Against” recommendations is notably low across both markets.
• Significant Drop in Alignment: Consistent with the ISS data, the unweighted average alignment for negative recommendations is much lower than for positive ones, at approximately 34.1% in the FTSE 100 and 52.2% in the DAX 90. Furthermore, individual alignment levels exhibit significant volatility, descending to a floor of 16.7% within the FTSE 100 and 29% within the DAX 90.
• Regional Trend: 12 of 15 investors demonstrate a stricter adherence to GL “Against” recommendations in the German market than in the UK.

Interpreting Congruence: Why High Alignment Is Not Proof of Causation

According to a paper by Robert Matthews in 2000 titled “Storks Deliver Babies (p=0.008)”, a highly statistically significant correlation exists between stork populations & human birth rates across Europe.

As the paper showed that a high correlation does not inherently imply causality, the author noted: “While storks may not deliver babies, unthinking interpretation of correlation and p-values can certainly deliver unreliable conclusions.”

Possible Factors Influencing Voting Alignments

• Shared Best Practices: Both investors and proxy advisors frequently operate from the same global governance playbooks. Frameworks established by organizations such as the ICGN, UN PRI, and the OECD, alongside national Corporate Governance Codes, create a common baseline. Consequently, high alignments with positive proxy advisory recommendations might just reflect a shared adherence.
• Feedback Loops: ISS and Glass Lewis conduct comprehensive annual policy surveys and regular client consultations to ensure their benchmarks remain aligned. By considering also this direct input for their guidelines, there might be a certain self-reinforcing cycle.
• Routine Consensus: A certain portion of AGM agendas consist of “routine” and rarely controversial items. In these cases, there is a natural market-wide overlap in positive recommendation & voting, which mathematically inflates alignment percentages.
• Common Perspectives: The high degree of alignment with positive recommendations suggests that proxy advisors mirror an established consensus on basic corporate governance best practices.

Possible Factor Influencing Voting Divergences

• Diverging Perspectives: In contrast, the lower alignment with negative recommendations might indicate that investors’ internal voting guidelines are less rigid and thus frequently support agenda items even when ISS and/or Glass Lewis recommend against them. Consequently, this highlights a clear misalignment between the recommendations of proxy advisors and the independent views and voting policies of individual institutional investors.

Methodology Market Peer Comparison & Index Selection

• Our study examines 15 of the largest international institutional investors, selected based on average investment size and strategic shareholder structures.
• The underlying voting behavior has been curated directly from the investors’ respective public disclosure platforms. This approach ensures that the dataset reflects the official, ex-post records of their stewardship activities, providing a transparent and verifiable basis for our analysis.
• Furthermore, the analysis utilizes original ISS and Glass Lewis recommendation data, deliberately avoiding datasets reconstructed ex-post from the disclosed voting records of investors assumed to have outsourced their voting decisions. Our direct access to primary advisory data ensures that the dataset remains both reliable and comprehensive; consequently, this approach facilitates a high degree of analytical precision by eliminating the risks of secondary data degradation.
• We tracked the correlation of ‘For’ and ‘Against’ votes relative to ISS and Glass Lewis guidance, omitting ‘Abstain’ votes from the scope. Abstentions represent a marginal fraction of the total—never exceeding a 0.01% threshold of votes cast—and are frequently non-existent among the investors in our study.To establish peer groups comparable between the UK and Germany, we opted for the FTSE 100 on the one side, and we aggregated the DAX 40 and MDAX 50 to create a synthetic DAX 90.
• By utilizing this synthetic index, we not only achieved a highly balanced sample sizes for our analysis but also concentrated on the German side to large-cap and mid-cap companies, which better reflects the set-up of the FTSE 100.
• To ensure a consistent baseline for voting guidelines and investor expectations, we excluded companies without full proxy coverage—typically, though not exclusively, due to insufficient free float.
• We also excluded companies incorporated outside the target market to ensure a consistent comparison, as foreign entities may be subject to different regulatory expectations and voting guidelines.
• In total, the analysis covers 167 companies: 85 FTSE 100 companies with 24,535 agenda items (55.8% of total votes) and 82 DAX 90 companies with 19,414 agenda items (44.2% of total votes).

Vanguard has published its updated U.S. and global proxy voting guidelines, which take effect in January 2026.

As announced last June, Vanguard has split into two separate investment advisors, Vanguard Capital Management and Vanguard Portfolio Management consisting of distinct investment management and stewardship teams that administer proxy voting for the firm’s internally managed funds¹.  For 2026, they are following identical policies for U.S. companies, though these may eventually diverge in future years.

The U.S. guidelines contain no substantive revisions.  Instead, the language throughout has been amended so that the policy may recommend a particular voting decision rather than stating that the funds will generally vote “for” or “against” a proposal.  Vanguard has also removed detailed factors on certain topics, such as director elections, that would prompt a favorable or negative vote, as discussed below.  This approach is likely the result of SEC guidance issued in early 2025 regarding Schedule 13D/G status.  Vanguard’s policy documents highlight the passive nature of its internally managed U.S. funds, which will not nominate directors, solicit or participate in the solicitation of proxies, or submit shareholder proposals at portfolio companies.

Board composition: Vanguard considers an appropriate mix of skills, experiences and perspectives when examining board composition.  It has removed references to directors’ personal characteristics, such as age, gender and/or race/ethnicity.

Board leadership: Consistent with its prior policy, votes will generally be recommended against shareholder proposals to separate the CEO and chair roles unless there are significant concerns regarding the independence or effectiveness of the board.  Vanguard has deleted from its policy specific factors that would sway it to vote in favor of the shareholder proposal, such as the lack of a robust lead director role, lack of board accessibility, low overall board independence, governance structural flaws, unresponsiveness to shareholder votes, unilateral actions that impair shareholder rights, or oversight failings, including those of a social or environmental nature.

Director capacity and commitments: Vanguard is maintaining its current overboarding policy whereby votes may be recommended against a public company executive who sits on more than two public company boards and other directors who serve on more than four public company boards.  Vanguard has deleted explicit factors that may lead to an exception, such as a public commitment that the director will be stepping down from any directorship(s) necessary to fall within these thresholds.

Director accountability: As in the past, votes may be recommended against directors who fail in their oversight role, fail to act on majority shareholder votes, or take unilateral action that meaningfully diminishes shareholder rights.  Vanguard has eliminated from its policy specific concerns that may spur negative votes, such as “zombie” directors on the board, egregious pay practices, excessive non-audit fees paid to the auditor, unilateral adoption of onerous advance notice or exclusive forum provisions, or failure to oversee material social or environmental risks.

Contested director elections: Vanguard has largely retained the criteria used in its case-by-case evaluation of board contests.  It has removed as a factor whether the board engaged in productive dialogue with the dissident.

Exclusive forum/exclusive jurisdiction: Vanguard will continue to give companies latitude in designating state courts in a company’s state of incorporation or principal place of business as the exclusive forum for adjudicating certain claims.  It has deleted its policy of generally supporting the designation of state courts in Delaware as the exclusive forum. It has also removed its policy of opposing governance committee members if a company unilaterally adopts a forum selection provision that meaningfully limits shareholders’ rights without a compelling rationale.

Hybrid/virtual meetings:  Vanguard has eliminated its specific criteria for supporting proposals to conduct a “virtual-only” shareholder meeting.  It expects such meetings to be designed so as not to curtail shareholder rights, such as shareholders’ ability to ask questions.

In an era when investors scrutinize every line of a proxy statement and every dollar of dilution, public companies are increasingly turning to vote projections to navigate the choppy waters of proxy season. These probabilistic forecasts, built on data, governance insight, and disciplined scenario analysis, while remarkably accurate these are not promises of outcomes but powerful decision-support tools. They help boards, counsel, and corporate secretaries chart a course that aligns management’s strategic objectives with what shareholders are likely to approve.

Purpose:  To provide a shareholder vote sensitivity analysis of potential outcomes of ballots items including shareholder proposals, approval of equity compensation plans and increases in capital among other proposals.

What is a vote projection: A vote projection is a structured analysis  that combines a company’s specific shareholder base, historical voting patterns, proxy advisors firms guidelines and influence, and proposal specifics, Typically a company will want to run a few projection scenarios as many proposals will be reviewed on a case-by-case basis by the proxy advisory firms and shareholders.

Ultimately, a vote projection will tell you whether a proposal is likely to pass a shareholder vote.  In addition, a strong projection will give you a close sense of what the likely vote outcome is likely to be.

When are vote projections used:  A vote projection can be used on any ballot item that is put before shareholders but in Alliance Advisor’s experience the three most common ballot items are equity compensation plans, proposals submitted by shareholders, and increases in authorized capital.

Equity Plan Proposals

Equity plan proposals (whether asking for new shares or an entirely new plan) are one of the most important ballot items put before shareholders. Performing a vote projection is an important step in the planning process.  A projection analysis will inform you of the influence of ISS and how critical their support will be on the proposal…spoiler….rarely is ISS outcome determinative.  Just as importantly, a projection will allow you to zero in on the number of shares your specific shareholder base is likely to support.

Benefits for Equity Plan Proposals

Vote projections serve as an early warning system to identify potential opposition before the actual vote. They allow time to address potential shareholder policy concerns and modify the proposal and disclosure which reduces the risk of the proposal failing a shareholder vote.

They provide the foundation for targeted engagement and proposal optimization by pinpointing specific institutional investors likely to vote against. This in turn provides data to adjust the equity plan terms as disclosure to maximize shareholder support. In some cases, vote projections can indicate to management that they can seek more shares than originally proposed.

Proposals Submitted by Shareholders

Proposals submitted by shareholders are often nuisances for management but should not be taken lightly. Typically, companies want to see what the base line support would be to determine if the proposal will pass or fail, and what the likely vote outcome will be.  This will help determine the appropriate proxy solicitation strategy.

Benefits for Proposals Submitted by Shareholders

Based on the expected level of shareholder support it helps gauge whether aggressive opposition, neutral stance, or acceptance is appropriate and prevents under-estimating support for proposals that may pass.

Vote projections can also help with the overall proxy statement strategy and positioning of the proposal. It provides data to help craft more persuasive “Vote AGAINST” rationale based on shareholder sentiment, and voting support levels, and identifies specific concerns to address in opposition statement. It can also help determine if voluntary adoption of proposal elements could defuse support.

Capital Raises

Increases in capital ballot items seek to increase authorized shares or cover private placements over 20 percent of the outstanding shares. Vote projections in this area can mean life or death for a capital starved company, particularly small and mid-cap companies

Benefits for Capital Raise Proposals

For capital raises, certainty that the proposal will be approved by shareholders is the single most important benefit. Companies can reduce execution risk and enable better timing decisions by gauging shareholder support in advance. In addition, data gleaned from the research can help in identifying acceptable dilution thresholds which help with structuring terms (warrants, conversion ratios, discounts) that maximize approval odds.

For exchange-listed companies requiring shareholder approval (e.g., >20 percent dilution under NYSE/Nasdaq rules) it helps determine if private placement or registered offering is a more viable option.

For capital starved companies a vote projection can help avoid failed offerings that damage market credibility. It can also help minimize legal and advisory costs from drawn-out campaigns and proxy solicitation cost associated with failed votes requiring re-solicitation.

Summary

Vote projections are a valuable tool for gauging the success of any type of ballot item. They provide boards and management with actionable data on the likelihood of success, proxy solicitation strategy, and demonstrates due diligence to board members and supports informed decision making. For companies looking to achieve certainty going into it shareholder meeting they should reach out to 成人视频. We have a demonstrable track record of delivering accurate vote projections.

BlackRock has released its 2026 updates to the Blackrock Investment Stewardship (BIS) U.S. benchmark policies and engagement priorities which become effective in January 2026¹.

The policy revisions mainly consist of clarifications and changes to wording, particularly in view of the White House executive orders on diversity, equity and inclusion (DEI) and the SEC’s Schedule 13D/G guidance, which were issued in the early part of 2025.  For example, throughout the document, BIS replaced “may vote against” directors with “may not support” directors.  It further noted in its section on shareholder proposals that it is subject to certain rules, regulations, agency guidance and contractual agreements that limit how it interacts with companies.  It explicitly stated that it does not nominate directors for board elections or submit shareholder resolutions to companies.

Other changes include the following:

Board composition:  BIS continues to downplay references to board gender and racial diversity.  Its revised policy states that it may not support members of the nominating/governance committee at an S&P 500 firm where the board is a sustained outlier compared to market practice in terms of having a variety of experiences, perspectives and skillsets.  According to a footnote, this also includes directors’ professional and demographic backgrounds.  BIS has eliminated its previous basis for determining outliers—namely, that 98% of S&P 500 firms had 30% or more diverse representation as of December 2024.

Executive compensation:  BIS added a discussion on executive perquisites, which states that it examines the rationale for certain perquisites, such as security, and whether their appropriateness is regularly evaluated by the compensation committee.

Material sustainability-related risks and opportunities: BIS has clarified that although it considers standardized disclosure of sustainability-related data useful, it does not mandate that companies follow any specific disclosure framework.

Climate and nature-related risk:  BIS has combined its discussion of climate and natural capital risks and indicated that, in both cases, it will convey concerns about board oversight through director election votes or support of a business-relevant shareholder proposal.

BIS has also deleted outdated references, including to the Taskforce on Climate-Related Financial Disclosures (TCFD), which disbanded in 2023, and to earlier research by the BlackRock Investment Institute on the low-carbon transition.  It also removed its expectation that companies stress-test their business models under a range of climate-related scenarios, including the Paris Agreement goal of limiting global warming to well below 2⁰ C.

Companies’ impact on their workforce, supply chains, and communities:  BIS has emphasized that it does not direct a company’s policies or practices on stakeholder relationships, which are the responsibility of the board and management.  It may convey concerns regarding oversight of material risks related to stakeholders through its votes on director elections or support of a business-relevant shareholder proposal.

Human capital management:  BIS has removed its expectation that companies disclose their approach to DEI, as well as their workforce demographics based on EEO-1 Survey disclosures.

Corporate political activities:  BIS adjusted its criteria for supporting a political spending or lobbying disclosure proposal to situations where additional transparency would aid in understanding how the company manages material risks associated with its political activities.  Previously, BIS felt more disclosure was warranted if it was unclear how a company’s political activities supported its strategic policy priorities or if there appeared to be discrepancies.  BIS also deleted references to using third-party research, such as the CPA-Zicklin Index of Corporate Political Disclosure and Accountability, for industry peer comparisons.

Shareholder proposals:  BIS has emphasized its case-by-case approach to shareholder proposals, stating that it may support (rather than is likely to support) disclosure requests that aid in understanding how companies manage material risks that affect their long-term performance.  It will continue to reject shareholder proposals that are inconsistent with long-term financial value or that seek to micromanage companies.

BIS will no longer routinely explain to companies its rationale for supporting shareholder resolutions.  However, its updated policy describes some of the factors it considers when evaluating them:

• Consistency between the specific request made in the proposal, the supporting documentation and the proponent’s other communications on the issue.
• The costs and benefits to the company in complying with the request.
• The company’s governance practices and disclosures relative to those of peers.
• The legal effect of the proposal, such as whether it is precatory or binding or if it would be deemed illegal in a given jurisdiction.

BIS has removed its discussion on escalation efforts, including supporting a shareholder proposal or voting against directors, if a company has not shown sufficient urgency in addressing a material risk.

¹ See BlackRock’s 2026 U.S. benchmark proxy voting guidelines and engagement priorities at and .

Glass Lewis has published its 2026 U.S. benchmark policy updates, which will take effect for shareholder meetings on or after Jan. 1, 2026.¹  The substantive changes pertain to mandatory arbitration provisions and Glass Lewis’s pay-for-performance (PFP) methodology, which is addressed in more detail in a separate document.²  Other sections of the guidelines have been clarified, including supermajority voting provisions, certificate and bylaw amendments that reduce shareholder rights, and company omissions of shareholder proposals.

Glass Lewis has also updated the language in the document to clarify that the guidelines contain the views of its benchmark policy, which reflects broad investor opinion and widely accepted governance principles.  Beginning in 2027, it will transition from a single house view to a suite of research perspectives to inform clients’ proxy voting decisions.³

Mandatory Arbitration Provisions

Glass Lewis has amended its benchmark policy to include its approach to mandatory arbitration provisions, which restrict shareholders’ legal recourse and limit the transparency and legal certainty that public court rulings provide.   In September 2025, the SEC issued a policy statement that facilitated companies’ ability to include these provisions in their governing documents, if consistent with state law, when contemplating an initial public offering (IPO).⁴

If a company’s governing documents include a mandatory arbitration provision or other potentially negative provision following completion of its IPO, spin-off or direct listing, Glass Lewis may recommend against the governance committee chair or the entire committee.  Glass Lewis will also oppose any bylaw or charter amendment seeking to adopt a mandatory arbitration provision without a compelling rationale, among other factors. 

PFP Evaluation

Glass Lewis has made significant changes to its proprietary PFP model, including replacing its historical A-F letter grade system with a scorecard-based approach to evaluating PFP alignment relative to Glass Lewis-selected peers over a five-year measurement period.  Final alignment scores, which range from 0 to 100, are determined by the weighted sum of up to six tests, each with their own concern rating (ranging from severe to negligible).  The tests include:

• CEO granted pay vs. total shareholder return (TSR)
• CEO granted pay vs. financial performance (revenue growth, return on equity, return on assets and sector-specific metrics)
• CEO short-term incentive (STI) payouts (as a percentage of target) vs. TSR
• Total named executive officer (NED) granted pay vs. financial performance
• CEO compensation actually paid vs. TSR
• Qualitative features (downward modifier)

This analysis informs Glass Lewis’s voting decisions on say-on-pay proposals.  Companies with an overall rating of “severe” or “high” concern are more likely to receive a negative recommendation.

 Shareholder Rights

Currently, Glass Lewis recommends against the chair of the governance committee, or the entire committee, if the board unilaterally amends the governing documents to reduce or remove important shareholder rights, or to otherwise impede the ability of shareholders to exercise such rights.  Glass Lewis has added the following to its list of board actions that would prompt a negative recommendation:

• The adoption of provisions that limit shareholders’ ability to submit proxy proposals.
• The adoption of provisions that limit shareholders’ ability to file derivative suits.
• The adoption of a plurality, rather than a majority, voting standard in director elections.

The updates reflect recent revisions to the Texas Business Organizations Code (TBOC) which allow publicly listed companies domiciled in the state to impose higher ownership thresholds for shareholders to submit proposals than required under SEC Rule 14a-8.  In addition, certain states, such as Texas and Nevada, have adopted laws permitting companies to impose ownership thresholds for shareholders to initiate derivative actions.

 Amendments to the Certificate of Incorporation and/or Bylaws

Glass Lewis has consolidated its approach to amendments to the certificate and/or bylaws into a single section of the policy document.  In its case-by-case evaluation, Glass Lewis will generally support amendments proposed by management that are unlikely to have a material negative impact on shareholders’ interests, such as technical amendments.  It will continue to discourage the practice of bundling amendments into a single proposal, which could lead to an adverse recommendation if any of the amendments are of significant concern.

Supermajority Voting

Glass Lewis is codifying a case-by-case approach to management proposals to repeal supermajority voting provisions to take into account situations where the company has a large or controlling shareholder and a supermajority requirement may protect the interests of minority shareholders.   In such cases, Glass Lewis will oppose the resolution.  Its current policy favors a simple majority vote to approve all matters presented to shareholders.

Excluded Shareholder Proposals

Glass Lewis adheres to the view that shareholders should be afforded the opportunity to vote on all matters of material importance.   Currently, it makes note of instances where a company has successfully petitioned the SEC to exclude a shareholder proposal through the no-action process.  If it believes that the exclusion is detrimental to shareholders, it may recommend against the governance committee members.

Glass Lewis has removed this guideline in view of the SEC’s mid-November announcement that, due to resource constraints following the recent government shutdown, it will not be responding to most no-action requests through Sep. 30, 2026.  Glass Lewis will monitor the SEC’s ongoing changes to the shareholder proposal process and may update its policy on omissions prior to or during the 2026 proxy season.