Shareholder proposal rule
In this article, we offer an overview of the evolving landscape – covering last year's drivers for activism (from M&A, capital allocation and governance, to the changing role of ESG) as well as institutional investors. With...more
AI has become a regular boardroom topic as its applications proliferate and its evolving capabilities pervade daily life. Boards are formalizing AI oversight and signaling that AI is integral to long-term strategy. Nearly...more
Major investors are increasingly using AI to decide how to vote proxies, and JPMorgan’s industry-first decision to replace its external proxy advisors with an in-house AI tool signals that the trend is accelerating....more
Here’s an excerpt from this Cooley Alert penned by Brad Goldberg, Beth Sasfai, Michael Mencher, Luci Altman and Vince Flynn (see the full Alert for a recap of about Vanguard’s updates): BIS introduced several notable shifts...more
BlackRock and Vanguard have released their proxy voting guidelines for the 2026 proxy season. This alert highlights the key updates in BlackRock Investment Stewardship’s (BIS) proxy voting guidelines for US securities and...more
Last week, Vanguard updated its voting policies for this proxy season. Remember that Vanguard has split its stewardship teams into two – and for this proxy season, it appears there are no substantive differences between the...more
Institutional Shareholder Services (“ISS”) and Glass Lewis have published their Canadian benchmark policy guidelines for the 2026 proxy season. This year’s updates include clarifying changes to ISS’ guidelines relating to...more
Here’s a summary of key updates that BlackRock Investment Stewardship (BIS) recently made to its proxy voting guidelines, penned by Cooley’s Brad Goldberg, Beth Sasfai, Michael Mencher and Vince Flynn....more
Institutional Shareholder Services (ISS) and Glass, Lewis & Co. (Glass Lewis), two major proxy advisory firms in the United States, have updated their benchmark proxy voting guidelines for the 2026 proxy season. These...more
Institutional Shareholder Services Inc. (ISS) and Glass Lewis have released their 2026 Benchmark Proxy Voting Policy updates, introducing changes that will impact governance, compensation and shareholder-proposal evaluations...more
ISS has released its benchmark policy changes for 2026. The changes largely adopt ISS’s previously proposed policy changes. The new policies will generally apply to shareholder meetings held on or after February 1, 2026....more
ISS and Glass Lewis recently announced their annual policy updates for the upcoming proxy season....more
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...more
On December 4, Glass Lewis updated its benchmark proxy voting guidelines. The updates applicable to U.S. companies are briefly summarized below....more
If precatory proposals are not a guaranteed option, proponents could look to submit binding shareholder proposals under Rule 14a-8 as an alternative, which in practice means binding bylaw proposals that would have direct...more
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...more
Referencing changing investor sentiment and low support at annual meetings, the 2026 policy update includes significant changes to ISS’ approach to E&S shareholder proposals, replacing a previous presumption of support for...more
ISS updated its benchmark proxy voting policies on November 25, 2026. The updates applicable to U.S. companies are briefly summarized below. ...more
Yesterday, Glass Lewis released its Benchmark Policy changes for 2026, which are included in this 90-page document...more
Wilson Sonsini’s 2025 Silicon Valley 150 Corporate Governance Report reviews the corporate governance practices and disclosures of Silicon Valley’s largest public companies. The report includes information regarding board...more
On November 25, 2025, Institutional Shareholder Services (ISS) announced updates to its 2026 benchmark proxy voting policies, which will be applied for shareholder meetings taking place on or after February 1, 2026....more
In a significant change to how the SEC Staff handles requests to exclude Rule 14a-8 shareholder proposals, during the 2025–2026 proxy season companies will no longer need to seek Staff no-action relief before excluding a...more
On November 25, 2025, ISS Governance announced the release of its 2026 Benchmark Policy Updates, which will apply to shareholder meetings on or after February 1, 2026. Set forth below are key changes for U.S. companies. The...more
ISS Governance has announced its Benchmark Policy Updates for its proxy voting guidelines applicable to stockholder meetings on or after February 1, 2026....more
Company proposals continued to pass at high rates, especially governance‑focused items. Excluding director elections, say‑on‑pay/frequency, and auditor approval, SV 150 stockholders voted on 95 company‑sponsored proposals; 87...more