On July 24, 2025, Institutional Shareholder Services Inc. (ISS) announced the launch of its Annual Benchmark Policy Survey. The survey results will inform ISS’s policy development for 2026 and beyond. For the U.S. market, the survey solicits views on shareholder proposals, shareholder rights, board diversity and DEI, and non-executive director pay. Across all markets, the survey solicits views on multi-class capital structures, director overboarding, AI governance and risk management, and time-based versus performance-based long term executive incentives.
Specifically, for the U.S. market, the survey solicits views on:
- the circumstances in which shareholder proponents should make a detailed and company-specific case in support of their shareholder proposals;
- independent board chair shareholder proposals;
- shareholders’ right to take action by written consent at companies that are not controlled;
- board diversity and corporate DEI program-related disclosures, as well as shareholder proposals on DEI topics;
- diversity factors that are relevant in considering or assessing diversity of the board (e.g., gender, race and/or ethnicity, skills, board tenure); and
- any specific problematic practices in non-executive director pay that would warrant immediate investor concern and potentially adverse ISS vote recommendation, even after only one year.
Across all markets, the survey solicits views on:
- for purposes of ISS’s benchmark policy on multi-class capital structures, whether “non-common” shares with more than one vote per share should be considered in the same manner as common shares that have more than one vote per share;
- with respect to non-executive directors, the maximum number of board seats that would avoid risks of overboarding;
- whether it is appropriate for a company with significant AI usage to use a global framework (e.g., OECD AI Principles, NIST AI RMF) for assessing AI related risks at this time; and
- whether time-based equity awards are acceptable for all or part of executive long-term incentive awards (versus performance-based awards).
The survey, which is available here, may be completed on a voluntary basis by institutional investors, public companies, corporate directors, and all other interested market constituents. The deadline to complete the survey is Friday, August 22, 2025, at 5:00 p.m. ET.
As in prior years, after the survey closes, ISS will open a public comment period for all interested market participants to provide feedback on key proposed changes to ISS’s voting policies for 2026.
