US-led 2026 updates mark a sharper turn toward flexible, investor-driven oversight and stronger shareholder rights
Glass Lewis released its 2026 Benchmark Policy Guidelines on December 5, setting out notable changes for its policies for companies in the US, Canada, the UK and continental Europe.
The updated guidelines, which apply to shareholder meetings held after 1 January 2026, indicate a shift away from rigid, uniform voting prescriptions and towards one with more customization and sees proxy advisors act more as research providers than as standard setters.
This comes weeks after ISS published its 2026 Benchmarking policies, ushering in its wave of changes for the new year.
The US
The most significant US updates center on governance rights, shareholder proposal treatment and pay-for-performance evaluation.
Glass Lewis has refined its approach to situations where boards amend governing documents in ways that could erode shareholder rights. The updated policy now highlights that amendments limiting the ability to submit shareholder proposals, file derivative suits or maintain majority voting may trigger recommendations against the governance committee chair or – in some cases – the entire committee.
The firm has also expanded its guidance on mandatory arbitration provisions. After an IPO, spin-off or direct listing, the adoption of such provisions may lead Glass Lewis to oppose governance committee leadership unless a company offers ‘sufficient rationale and disclosure’. The policy now generally recommends against any proposal seeking to introduce mandatory arbitration.
A major change for 2026 is the shift to a scorecard-based pay-for-performance model. Instead of letter grades, the updated approach uses up to six tests that feed into a weighted score from 0 to 100. Glass Lewis says that this structure provides a more nuanced view of alignment between executive pay and company performance.
Canada
The Canadian guidelines also introduce a scorecard-based pay-for-performance model and incorporate clearer tests for evaluating financial restatements. If restatements exceed 5 percent for certain financial measures or 10 percent for assets or equity, the benchmark policy will generally recommend withholding votes from audit committee members responsible at the time.
The updates also reinforce expectations for board independence, board responsiveness and proportional representation for significant shareholders. As in the US, the guidelines stress the importance of clear governance structures, transparent pay practices and effective oversight of environmental and social risks.
Shareholder proposals and ESG-related issues
Across markets, Glass Lewis continues to emphasize a case-by-case review of shareholder proposals. The updated guidelines remove language linked to the former US SEC no-action process and restate a foundational principle: shareholders should have the opportunity to vote on matters of material importance.
The benchmark policy warns, however, that not all proposals advance long-term shareholder value. Proposals that risk micromanaging a company, impose undue burden or stray into operational rather than strategic oversight will not receive support. In contrast, well-crafted proposals that enhance shareholder rights, improve risk oversight or strengthen transparency are likely to be viewed favorably.
The ESG section repeats that decisions on routine environmental or social policy matters are best left to directors. But when a company shows inadequate oversight or disclosure of material environmental or social risks, Glass Lewis may support proposals addressing issues such as climate governance, political spending, human rights or board-level accountability.
The UK and continental Europe
While the bulk of the 2026 updates are focused on North America, Glass Lewis also updated its global benchmark policies for the UK and Europe.
For example, changes have been made to how long-term incentive plans (LTIPs) are assessed, particularly when companies propose a shift from performance-based awards to time-based awards. Meanwhile, these regional guidelines reflect evolving local market practices and expectations around corporate governance, share-holder meeting formats, and board diversity (among other factors) though the changes are less radically different than those in North America.
Importantly, the broader shift away from a single ‘house view’ benchmark policy toward customized or thematic frameworks is global – meaning UK and European investors will increasingly have flexibility to adopt policies aligned with their priorities.
What this means for issuers and investors
The new Glass Lewis policies signal a shift in proxy-voting advisory practice. The enhanced pay-for-performance scorecard introduces more granularity, which could make it harder for companies to assume automatic support for say-on-pay proposals without robust justification of compensation design.
At the same time, the more flexible approach toward shareholder proposals and ESG-related resolutions suggests that firms must be prepared for more nuanced, case-by-case evaluation rather than blanket assumptions. Boards should ensure transparency around governance-document amendments, particularly around arbitration or rights changes.
For investors, the transition toward client-specific and thematic voting policies gives greater ability to align voting with their stewardship philosophy and priorities, including ESG. But it may also lead to more divergence in voting outcomes across funds – especially between those that prioritize governance fundamentals and those that emphasize environmental or social goals.
