The Advisors' Blog

We are off to a quick start this year! In addition to the ISS FAQs that I blogged about yesterday, BlackRock Investment Stewardship has published its commentary for 2026 meetings, including these docs that compensation committees should be aware of:

– Global Principles

– Voting Guidelines

– Engagement Priorities

– Approach to Engagement on Incentives

– Approach to Engagement on Human Capital

This Alliance Advisors article summarizes key updates – flagging these compensation-related changes:

Executive compensation: BIS added a discussion on executive perquisites, which states that it examines the rationale for certain perquisites, such as security, and whether their appropriateness is regularly evaluated by the compensation committee.

Human capital management: BIS has removed its expectation that companies disclose their approach to DEI, as well as their workforce demographics based on EEO-1 Survey disclosures.

Overall, as noted in this Cooley blog, BIS strikes a pretty deferential tone to management in the 2026 updates and continues to emphasize its role in representing its clients’ interests in long-term financial performance. BlackRock added this note on its engagement commentary:

On February 11, 2025, the U.S. Securities and Exchange Commission (SEC) staff issued updated guidance for shareholders to maintain their eligibility to report their beneficial ownership under Schedule 13G of the Exchange Act. We comply fully with these requirements and do not engage with portfolio companies for the purpose, or with the effect, of changing or influencing control of any company.

As we’ve been discussing on The Proxy Season Blog on TheCorporateCounsel.net (and at our Proxy Disclosure & Executive Compensation Conferences back in October), BlackRock and other big asset managers have not only been pushing “voting choice” programs, they’ve also split the voting functions for the index and active stewardship teams. That means that there’s a separate set of Global Engagement & Voting Policies that apply to BlackRock’s actively managed funds, so you’ll need to know which funds hold your company’s stock in order to know which policies apply.

The Active Stewardship policy identifies compensation program features that will factor into the voting decision, and says:

We may vote against proposals to introduce new share-based incentives, approve existing policies or plans, or approve the compensation report where we do not see alignment between executive compensation arrangements and our clients’ financial interests. When there is not an alternative, or where there have been multi-year issues with compensation misaligned with performance, we may vote against the election of the chair of the responsible committee, or the most senior independent director.

I’m gonna be honest: the “favorable features” boil down to the same general concepts that BIS has been encouraging, but I already find it super challenging to sort through the half-dozen or so documents that make up BIS’s “benchmark” approach, so I’m not super excited about having another set of policies to keep track of.

– Liz Dunshee