Proxy advisory firm ISS Governance is making a handful of changes to its benchmark voting policies for Canadian companies, and the rest of the world, in the upcoming proxy season.
Following its policy review process, the U.S.-based firm issued the updated version of its proxy voting policies that will apply to shareholder meetings that take place after Feb. 1, 2026. The series of changes includes 19 “serious” changes, and a handful of more minor revisions to its voting guidance in various markets.
For Canada, the firm is adopting changes to its guidance on advance notice provisions, equity compensation plans and deferred share unit (DSU) plans.
Specifically, the revised guidance clarifies that disclosure requests under advance notice provisions — which provide shareholders with information about potential director nominees — that exceed regulatory or legal requirements, “may be considered problematic.”
In particular, director questionnaires that require “excessive disclosure” or are made public may be considered unacceptable, it said.
The firm also clarified that shareholder approval is explicitly required for certain revisions to equity compensation plans — reducing exercise prices and cancelling/reissuing options or other entitlements.
Without a specific requirement for shareholder approval, the board may have too much freedom to unilaterally amend the terms of equity compensation, it noted.
Finally, for DSUs that are granted to non-employee directors, the updated guidance specified that compensation plans must explicitly state that DSUs can only be granted in lieu of cash fees on “a value-for-value basis.”
Plans that don’t consider this provision “may trigger concern,” it said.
For U.S. companies, the updated guidance includes a series of changes to voting policies around executive compensation, and also to its policies on social and environmental shareholder proposals.
For instance, it’s shifting from a policy of generally voting in favour of shareholder proposals on social and environmental issues to a “case-by-case” approach. This shift reflects feedback from clients, along with declining shareholder support for these sorts of proposals, it said — along with the changing regulatory environment in the U.S. when its comes to diversity, equity and inclusion issues.