Glass Lewis Releases 2026 Benchmark Policy Guidelines Updates

Glass Lewis has released its 2026 Benchmark Policy Guidelines, along with its 2026 Benchmark Policy Guidelines on Shareholder Proposals and ESG-related issues, introducing several notable changes ahead of the upcoming proxy season.

Key Updates for 2026

1. Enhanced Pay-for-Performance Evaluation
   Glass Lewis has updated its pay-for-performance model to adopt a scorecard-based approach. Instead of assigning a single letter grade (A–F), the model now consists of up to six tests, each receiving an individual rating. These ratings are aggregated on a weighted basis to produce an overall score ranging from 0 to 100. This change is intended to provide a more nuanced and transparent assessment of executive compensation alignment with company performance.
2. General Approach to Shareholder Proposals
   Glass Lewis has updated its language regarding shareholder proposals in light of ongoing and anticipated changes to the U.S. shareholder proposal process. While prior guidance on companies’ treatment of the SEC’s former no-action process has been removed, Glass Lewis maintains that shareholders should have the opportunity to vote on matters of material importance. The policy acknowledges that some proposals may unduly burden companies or cross into board responsibilities, and not all proposals serve long-term shareholder interests. Nonetheless, Glass Lewis views the fundamental right of shareholders to submit proposals as critical to effective corporate governance and the economic interests of all shareholders. Glass Lewis notes that its approach may be further revised prior to or during the 2026 proxy season if regulatory developments warrant additional updates.
3. Shareholder Rights
   Glass Lewis has updated its guidance on situations where boards amend governing documents to reduce or remove key shareholder rights. Such actions may lead to recommendations against the chair of the governance committee—or, in certain cases, the entire committee. Examples include amendments that:

• • Limit shareholders’ ability to submit proposals;
  • Restrict shareholders from filing derivative lawsuits; and
  • Replace majority voting with plurality voting.

4. Mandatory Arbitration Provisions
   Glass Lewis has introduced guidance on mandatory arbitration provisions within its Benchmark Policy. When reviewing companies’ governing documents after an IPO, spin-off, or direct listing, Glass Lewis will assess whether such provisions or other potentially negative governance provisions present. If such provisions are included, it may result in a recommendation to vote against the chair of the governance committee or, in certain cases, the entire committee. Additionally, Glass Lewis will generally recommend opposing any bylaw or charter amendment that seeks to adopt mandatory arbitration unless the company provides clear and sufficient rationale and disclosure.
5. Amendments to Governing Documents
   Glass Lewis has consolidated its approach to amendments to the certificate of incorporation and bylaws into a single section. Proposed amendments will be evaluated on a case-by-case basis, with strong opposition to “bundled” proposals that combine multiple changes under one vote. In general, Glass Lewis will recommend supporting amendments that do not materially harm shareholder interests.
6. Supermajority Vote Requirements
   Glass Lewis has clarified its stance on supermajority voting provisions. Proposals to eliminate these requirements will be assessed individually. While Glass Lewis generally supports removing supermajority thresholds, it recognizes that such provisions may protect minority shareholders when a company has a large or controlling shareholder. In these cases, Glass Lewis may oppose their elimination.

Looking Ahead

Companies should proactively review the updated guidelines now to prepare for the upcoming proxy season, paying particular attention to executive compensation design, governance provisions, and disclosure practices. Given the dynamic nature of the shareholder proposal process, companies should remain flexible and ready to adjust their approach based on any further updates to the guidelines.

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