August 10, 2026 Okapi Partners Analyzes ISS’s 2026 Annual Global Policy Benchmark Survey
ISS recently released its 2026 Annual Benchmark Policy Survey. The questions most relevant to U.S. companies span shareholder rights and governance (director tenure and independence, reincorporations, and “perpetual” adverse vote recommendations for problematic governance provisions), semiannual financial reporting, executive compensation (discretionary bonus programs, Say-on-Pay (SOP) proposal responsiveness in a world with fewer SOP proposals, and long-term incentive program goal disclosure), and environmental and social topics (climate-disclosure accountability and nature-related risk).
A PDF of the survey can be accessed here, and the actual survey for those interested in completing it can be accessed here.
The survey will close on August 14th.
Survey questions provide a window into what topics are on the minds of the ISS Research team, giving insights into what policy changes may be on the horizon for the 2026 proxy season. While not every survey question means a policy will be changed (or that change is even being contemplated), there were five items that are likely of broad interest for U.S. companies that we believe are worth highlighting.
1. ISS asks for perspectives on director tenure, and if it should be treated as a material factor that could adversely affect a director’s independence. Tenure is not currently a consideration in ISS’s U.S. director independence assessments.
Our Take: Classifying directors as non-independent solely on the basis of tenure could have a significant impact on U.S. director elections. However, the degree of said impact would be heavily influenced by the actual threshold used (ISS provides the options of 10-, 12-, 15-, and 20-years in addition to a write-in option). While it is not uncommon for ISS to do “pulse checks” on these types of issues that do not result in any policy changes, this will certainly be one to watch closely.
2. ISS is seeking views on its current policies around reincorporations, changes to corporate laws of location, and recurring problematic governance provisions. On the reincorporation policy front, this includes requests for input on how heavily ISS’s policies should weigh different factors (e.g., purported economic benefits, impact to shareholder rights, and any other benefits identified by a company) in its analysis. ISS also looks for feedback on how it should approach “perpetual” adverse vote recommendations for certain problematic governance provisions (e.g., multi-class capital structures).
Our Take: This is almost certainly in response to the broader discussions around “Dexit” and the increase in reincorporation proposals observed this year. In 2026, ISS recommended against the vast majority of proposed moves away from Delaware. ISS reports frequently cited the perceived negative impact to shareholder rights as outweighing other potential benefits as the key driver of their negative recommendation. The results of the survey should give guidance to ISS to either hold the line or relax its current framework. Separately, the survey signals that issuers that have adopted “problematic practices” such as placing restrictions on filing shareholder proposals or initiating derivative suits may be looking at perpetual withholds on directors. These issues are particularly relevant for companies that have moved or plan on moving to Texas.
At the same time, ISS seems to be considering softening its stance on these perpetual withholds. This would be a welcome development for companies that have wrestled with these issues annually for years.
3. With the SEC’s proposed rule amendments allowing for semiannual reporting, ISS asks whether such a move is neutral, positive (reducing short-termism), negative (heightening volatility and information asymmetry), or acceptable only for smaller or earlier-stage companies.
Our Take: This is likely just early temperature-taking by ISS, as it begins to form its views around the pros and cons of semiannual financial reporting. It will also allow ISS to have baseline results to compare against should the rules go into effect and ISS requests input again in its 2027 policy survey.
4. Staying in front of proposed SEC changes, ISS is requesting input for how it should approach a potential world where there are fewer Say on Pay (SOP) proposals on the ballot. Specifically, ISS asks if it should continue to hold the compensation committee accountable if there are compensation concerns and no SOP proposal on ballot. ISS also questions if it should change the trigger for its “responsiveness” policy. Currently, if a SOP proposal receives less than 70% support, ISS will look for a company to show “responsiveness” in the following year’s proxy. ISS floats the idea of raising the responsiveness thresholds on compensation committee members (e.g., moving from 50% support to 70% support).
Our Take: ISS already has the framework in place to deal with fewer SOP proposals, and it is likely just looking for affirmation of its approach. What is most interesting to us is the potential change in the responsiveness triggers. Raising the threshold on compensation committee members could have some interesting downstream impacts. Especially since a director serving on the compensation committee could receive lower support for a variety of issues that could be completely unrelated to compensation. This could result in situations where companies, in an effort to avoid being identified as not responsive to perceived compensation issues, are disclosing responsiveness to non-compensation related issues where they previously would have stayed silent. This may only serve to increase the importance of direct engagement with investors and clear proxy disclosures.
5. On the environmental and social front, ISS asks about reduced climate disclosures and disclosure of nature-related risks. ISS asks whether directors should be held accountable when companies reduce or suspend climate and environmental disclosures because of regulatory changes. ISS also is interested in which nature frameworks (the Taskforce on Nature-related Financial Disclosures among them) are appropriate, and whether disclosure should be expected at this stage at all.
Our Take: This is likely ISS working to ensure it has a framework in place to deal with outlier cases on climate disclosures. Those that remember ISS policy development on climate disclosures may be having flashbacks due to these questions around nature-related risks. A hard voting policy on this issue seems unlikely, but, even if one is adopted, it will likely be narrow in scope.
Based on the historical timing of the ISS policy update process, below is an estimated timeline of upcoming key dates and action items (estimated dates in italics). Companies should use this window to assess the survey topics against their own practices well ahead of the 2027 annual meeting season.
| Event | Dates (Estimated Dates in Italics) | Action Item |
| Policy Survey Opens | July 2026 | Complete survey if interested |
| Policy Survey Closes | August 14, 2026 | None |
| Policy Survey Results Published | Late September / Early October 2026 | Review results |
| Draft Policies Open for Comment | Late October / Early November 2026 | Provide feedback if interested |
| Final Policies Published | Late November / Early December 2026 | Review final policies against your own practices to determine what impact, if any, they may have at your 2027 annual meeting. The Okapi Partners team is ready to support you in this process. |