On December 4, 2025, Glass Lewis released its 2026 Benchmark Policy Guidelines for the United States, which will apply to shareholder meetings held after January 1, 2026. Key updates, which are described in more detail in the Benchmark Policy, include:
- No-vote recommendations for directors of companies that adopt a mandatory arbitration provision and no-vote recommendations for charter or bylaw amendment proposals seeking to adopt a mandatory arbitration provision (with some possible mitigating factors).
- Updates to its recommendations regarding board amendments to governing documents to reduce or remove important shareholder rights to expand the examples of unilateral board actions that may result in a no-vote recommendation (e.g., limit the ability of shareholders to submit shareholder proposals; limit the ability of shareholders to file derivative lawsuits; and implement plurality voting in lieu of majority voting).
- An updated pay-for-performance methodology that uses numerical scores from 0 to 100 rather than letter grades of “A” to “F.”
- Consolidation of recommendations regarding amendments to certificates of incorporation or bylaws.
- Updates to recommendations regarding proposals to eliminate supermajority vote requirements to review case-by-case (e.g., possible no-vote recommendations for their removal when a company has a controlling or large shareholder in order to protect the interests of minority shareholders).
- Updates to shareholder proposal recommendations in light of the recent announcement by the SEC’s Division of Corporation Finance that it will largely refrain from providing responses to no-action requests this proxy season.
- Updates to board diversity policies, expressly referring readers to Glass Lewis’s 2025 Supplemental Statement on Diversity Considerations at US Companies, available for download on Glass Lewis’s website.
Glass Lewis also published its 2026 Benchmark Policy Guidelines for Shareholder Proposals & ESG-Related Issues, which include similar updates as noted above with respect to shareholder proposal recommendations in light of recent updates to the no-action request process this proxy season.
As a reminder, in mid-October, Glass Lewis announced a significant shift in its business model. Starting in 2027, it will no longer have a single “house” view policy that it uses to issue a single set of voting recommendations for a given company. Instead, Glass Lewis will issue a research report for a given company with four new “research perspectives” that includes management-aligned, governance fundamentals, active owner, and sustainability. In addition, clients will be able to use the new “research perspectives” to develop more customized voting guidelines, based on their own views on issues. Exactly how Glass Lewis implements its voting policy shift remains to be seen.