New Year, New Proxy Voting Landscape

As companies, investors and regulators celebrate the new year, changes are already underway for the 2026 proxy season:

• The Wall Street Journal has reported that JPMorgan Chase’s asset-management unit is cutting ties with proxy advisory firms and will use an internal artificial-intelligence-powered platform called Proxy IQ to assist on U.S. company votes. The bank will utilize Proxy IQ to manage voting, as well as analyze data for more than 3,000 annual company meetings and provide recommendations to portfolio managers, replacing the typical roles of ISS and Glass Lewis. This development comes after President Trump recently issued an Executive Order titled “Protecting American Investors From Foreign-Owned and Politically Motivated Proxy Advisors,” which targets proxy advisory firms as “regularly us[ing] their substantial power to advance and prioritize radical politically-motivated agendas.”

While the use of AI in proxy voting is in its nascent stages, we can expect to see more investors developing their own internal AI models for data analysis and voting. There may also be opportunities for companies to use AI to better engage with investors and predict voting outcomes.

• BlackRock Investment Stewardship (BIS) released its proxy voting guidelines for 2026, following the 2025 announcement that BlackRock is splitting its stewardship team into two separate groups: BIS and BlackRock Active Investment Stewardship (BAIS). The BIS 2026 proxy voting guidelines reflect the broader move away from a one-size-fits-all approach to corporate governance, as well as the current political and regulatory landscape. Key updates to the guidelines include:

• • Global changes: BIS made notable wording changes throughout the guidelines, including changes such as “we may vote against” to “we may not support”; “we encourage” to “we appreciate it when”; and “there should be” to “we look for.
  • Board Composition: BIS omitted references to “diversity” and “background” and instead refers to “a variety of experiences, perspectives and skillsets.” The policy is to assess boards on a case-by-case basis and not support S&P 500 companies where the board is a “sustained outlier” in terms of composition (but the basis for determining “sustained outliers” is not specified).
  • Sustainability and Climate: BIS removed references to the Taskforce on Climate-Related Financial Disclosures (TCFD) and clarified that it does not mandate any specific disclosure framework for sustainability data. BIS also eliminated the expectation that companies disclose their business model associated with a range of scenarios, including the scenario in which global warming is limited to below 2°C (per the Paris Agreement).
  • Human Capital Management: BIS eliminated the expectation for companies to disclose their approach to diversity, equity and inclusion (DEI) and workplace demographics, and stated instead that it is 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.
  • Executive Compensation: BIS stated that it will look to understand the rationale for certain perquisites, such as security, and whether their appropriateness is regularly evaluated by the compensation committee.
  • Shareholder Proposals: BIS stated that it takes a case-by-case approach to shareholder proposals with a singular focus on the implications for long-term value creation for shareholders. BIS clarified that it may support disclosure requests that aid in understanding how companies manage material risks that affect their long-term performance. BIS also removed prior language indicating that it will typically explain to companies its rationale for supporting shareholder proposals.

• Both ISS and Glass Lewis published updated proxy voting guidelines for 2026. Notably, ISS will now approach ESG-related shareholder proposals regarding climate change and greenhouse gas emissions, diversity and equality of opportunity, human rights and political contributions on a case-by-case basis rather than generally recommending a vote in favor of such proposals. In its Corporate Governance Focused Thematic Voting Policy Guidelines, Glass Lewis stated with respect to shareholder proposals: “The default view . . . is that the board and management, absent a suspicion of illegal or unethical conduct, will make decisions that are in the best interests of shareholders.” It clarified that the Corporate Governance Focused Policy will still generally recommend in favor of initiatives that seek to enhance shareholder rights, but it will generally recommend in line with management on environmental and social issues. As previously discussed, Glass Lewis intends to stop publishing policy guidelines starting in 2027.

Whether these nascent developments signal a sea change or a course correction, well-advised companies will keep a weather eye out for evolving proxy voting and corporate governance practices and stay close to investors – and their AI.