Glass Lewis seeks input on new framework to replace benchmark voting guidelines 

October 5, 2026

Glass Lewis is seeking comments on a Consultation Paper that sets forth details of a new framework announced last year that would replace its single benchmark proxy voting policies beginning in September 2027. The proxy advisor published several documents explaining Four Perspectives that are designed to give shareholders a choice of voting policy approaches: Business Fundamentals, Foundational Governance, Global Stewardship, and Sustainability Focused. The new approach is in part a reaction to pressure from the executive branch to give shareholders a more customized approach to proxy voting recommendations, particularly on ESG and DEI matters, and an acknowledgement that AI can be used to customize voting policies and recommendations. Glass Lewis also released a detailed Side-by-Side Comparison of the Four Perspectives. Comments on the proposal are due October 16, 2026. 

The proposal recognizes that typically each investor weighs governance standards, financial performance and sustainability considerations differently. These differences have also been the focus of an evolving policy and regulatory environment in the US. In December 2025, the White House issued an executive order directing the SEC, Federal Trade Commission and Department of Labor to take action to mitigate the influence of the proxy advisory firms, particularly on ESG and DEI matters, and investigate antitrust violations and the role of proxy advisors as fiduciaries for retirement plans. As a result, proxy advisors are changing their business models, particularly on ESG and DEI matters, to enable shareholders to choose among multiple voting policies. The Four Perspectives allow investors to choose the stewardship goals they want to emphasize.

Proxy advisor ISS STOXX also has introduced two new ISS Governance products for investors (i) PolicySteward, which provides automated, data-driven recommendations and research reports (launching in 2027), and (ii) ProxyExchange, which is an updated, customizable tool to streamline stewardship and voting activities.

Investors differ in their investment objectives, interpretations of fiduciary responsibility, sustainability priorities and approaches to portfolio management with some placing greater emphasis on financially material sustainability risks, and others on financial performance, management execution and shareholder returns. The Four Perspectives would reflect these differing priorities as follows:

• Business Fundamentals: Takes a flexible view of governance standards after demonstration of strong returns
• Foundational Governance: Treats core governance standards as essential to long-term shareholder value
• Global Stewardship: Pairs core governance standards with rigorous oversight of financially material sustainability risks
• Sustainability Focused: Pairs core governance standards with rigorous oversight of sustainability risks that are or could become financially material over extended time horizons and across portfolios, and recognizes that asset owners have a fiduciary interest in the stability and integrity of the markets in which they invest

The proposed Four Perspectives cover a variety of topics, including executive compensation and corporate governance.

For each of the Four Perspectives, executive pay policies affecting compensation reports, compensation policies, say-on-pay votes, approval of equity plans and pay-related shareholder proposals would be similar. However, there would be some significant differences, including:

• Business Fundamentals would give companies with a “High-Performing” designation greater flexibility to deviate from certain governance best practices and executive pay expectations. For example, Business Fundamentals would allow High-Performing companies to have materially larger compensation arrangements before a concern is raised. A “High Performing” company is one that ranks in the top quartile of its Glass Lewis peer group on relative Total Shareholder Return.
• Business Fundamentals and Foundational Governance wouldn’t consider stakeholder alignment (i.e., whether pay outcomes materially misalign with the experience of key stakeholders, such as a company’s workforce, customers and/or local communities).
• Business Fundamentals and Foundational Governance would generally oppose requests to tie executive pay to sustainability measures. The other two Perspectives might support the request where existing plans are inadequate and adoption would demonstrably mitigate a material risk.
• Sustainability Focused asks whether material sustainability factors have been built into performance measurement and looks beyond direct stakeholders to the broader society and the environment, to whom the company may owe a wider duty of care or consideration. 

As a result of these differences, the same compensation plan can pass the pay-for-performance test under one Perspective and fail it under another, with the same quantum and structure.

All Four Perspectives would assess director independence, board and committee structure, overcommitment, attendance, conflicts of interest, and the board’s governance track record. And all would apply the same core requirements for auditor independence and performance.

Glass Lewis is seeking feedback on its Four Perspectives, each of which represents a stewardship approach that would inform Glass Lewis’s research and policy outcomes and could be used by investors to develop customized voting policies. The proposal seeks input on the following broad questions and several more detailed questions set out in the Consultation Paper: 

• Are the distinctions between the Perspectives clear and recognizable? 
• Is the Four Perspectives Model workable in practice?
• Does the model reflect how institutional investors approach stewardship today?

In addition to the proposed changes to the proxy advisors’ business models, investors are also adjusting their stewardship policies and models, including BlackRock, JP Morgan, State Street, Vanguard and Wells Fargo. For example, BlackRock has restructured its proxy voting operations into separate teams, each governed by distinct decision-makers, policies and methodologies to allow clients to direct their own votes, choose among multiple voting policies or specify their own voting preferences. 

Changes to proxy advisor and investor business models are making it harder for companies to predict voting results and injecting more uncertainty into the proxy voting process. Companies can no longer presume a high level of shareholder support for say on pay, director elections, and governance matters by adhering to proxy advisor benchmark policies and securing favorable vote recommendations. As a result, shareholder engagement is becoming even more important and may require reaching out to multiple teams at fund managers