This update reviews the ISS and Glass Lewis U.S. policy updates.  Both firms have announced policy updates regarding pay-for-performance and shareholder rights and voting standards.~~Institutional Shareholder Services (ISS) and Glass, Lewis & Co. (Glass Lewis), the two major proxy advisory firms, recently released updates to their proxy voting policies for the 2026 proxy season.~~This update reviews the ISS and Glass Lewis U.S. policy updates.  Both firms have announced policy updates regarding pay-for-performance and shareholder rights and voting standards.  Glass Lewis also issued policy updates on mandatory arbitration provisions, the practice of bundling governing document amendments and company responsiveness to shareholder proposals.  ISS somewhat expanded the circumstances in which it could recommend that shareholders vote against directors responsible for awarding excessive non-employee director compensation.~~A. Executive Compensation~~Glass Lewis will issue a rating in each of the six categories and then aggregate the ratings on a weighted basis to determine an overall score ranging from 0 to 100.  It added that a specific comparison between a company’s executive pay levels and its peers’ executive pay levels may be discussed in its analysis for additional insight into the score.~~B. Corporate Governance Matters~~C. Additional ISS Updates~~ISS adopted the following additional updates of note:~~D. Additional Glass Lewis Updates~~Glass Lewis adopted several additional updates, as outlined below.  Where relevant, for purposes of comparison, the discussion also addresses how ISS approaches the issue.~~Despite the removal of its prior guidance, Glass Lewis, for its part, may advise shareholders to vote against all members of the nominating and governance committee when a proposal is omitted and the SEC staff has declined to express a view on the permissibility of that exclusion.  The existing voting policies adopted by ISS and Glass Lewis emerged in a markedly different environment and exemplify the kind of monolithic corporate governance methodology that regulators and lawmakers have criticized in recent years.  In light of the rationale and broad reach of the SEC staff’s November 2025 statement—and the continued public dissection of proxy advisors’ practices—companies should pay attention to how ISS and Glass Lewis choose to proceed during the upcoming proxy season.~~The following Gibson Dunn lawyers prepared this update: Elizabeth Ising, Sean Feller, Krista Hanvey, Julia Lapitskaya, Geoffrey Walter, Lori Zyskowski, and Thomas Franck.~~Gibson Dunn’s lawyers are available to assist with any questions you may have regarding the SEC’s announcement, or federal securities laws and regulations more generally. Please contact the Gibson Dunn lawyer with whom you usually work, the authors, or any of the following leaders and members of the firm’s Securities Regulation & Corporate Governance or Executive Compensation & Employee Benefits practice groups:~~Securities Regulation & Corporate Governance: Aaron Briggs – San Francisco (+1 415.393.8297, abriggs@gibsondunn.com) Mellissa Campbell Duru – Washington, D.C. (+1 202.955.8204, mduru@gibsondunn.com) Elizabeth Ising – Washington, D.C. (+1 202.955.8287, eising@gibsondunn.com) Thomas J. Kim – Washington, D.C. (+1 202.887.3550, tkim@gibsondunn.com) Brian J. Lane – Washington, D.C. (+1 202.887.3646, blane@gibsondunn.com) Julia Lapitskaya – New York (+1 212.351.2354, jlapitskaya@gibsondunn.com) Ronald O. Mueller – Washington, D.C. (+1 202.955.8671, rmueller@gibsondunn.com) Michael A. Titera – Orange County (+1 949.451.4365, mtitera@gibsondunn.com) Geoffrey E. Walter – Washington, D.C. (+1 202-887-3749, gwalter@gibsondunn.com) Lori Zyskowski – New York (+1 212.351.2309, lzyskowski@gibsondunn.com)~~Executive Compensation & Employee Benefits: Sean C. Feller – Los Angeles (+1 310.551.8746, sfeller@gibsondunn.com) Krista Hanvey – Dallas (+1 214.698.3425, khanvey@gibsondunn.com) Gina Hancock – Dallas (+1 214.698.3357, ghancock@gibsondunn.com) Kate Napalkova – New York (+1 212.351.4048, enapalkova@gibsondunn.com)~~© 2025 Gibson, Dunn & Crutcher LLP.  All rights reserved.  For contact and other information, please visit us at www.gibsondunn.com.~~Attorney Advertising: These materials were prepared for general informational purposes only based on information available at the time of publication and are not intended as, do not constitute, and should not be relied upon as, legal advice or a legal opinion on any specific facts or circumstances. Gibson Dunn (and its affiliates, attorneys, and employees) shall not have any liability in connection with any use of these materials.  The sharing of these materials does not establish an attorney-client relationship with the recipient and should not be relied upon as an alternative for advice from qualified counsel.  Please note that facts and circumstances may vary, and prior results do not guarantee a similar outcome.~~Download PDF~~