New Glass Lewis and ISS proxy voting guidelines for 2026

Ahead of the 2026 AGM season, Glass Lewis and Institutional Shareholder Services (“ISS”) have published their proxy voting guidelines for the upcoming year. The updates reflect input gathered through surveys with investors, companies and other stakeholders.

This newsletter summarises the key changes that Danish listed companies should pay attention to when preparing for the upcoming general meetings.

Proxy advisors Glass Lewis and ISS have published updated proxy voting guidelines for the upcoming 2026 AGM season. Key changes of relevance to Danish listed companies are summarized below.

Glass Lewis

On 4 December 2025, Glass Lewis published its 2026 Benchmark Proxy Voting Policy Guidelines for major markets, including the Continental Europe policy applicable to Danish listed companies.

The updated guidelines will apply to general meetings held from 1 January 2026. It is worth noting that the country-specific guidelines for Denmark (and other jurisdictions) are still pending – and these must be consulted for complete guidance. We will monitor and report on the publication of these.

The updated Glass Lewis guidelines include the following key changes:

Enhanced Pay-for-Performance assessment

• Glass Lewis has updated its model for evaluating alignment between executive pay and company performance.
• The revised model uses up to five weighted tests – comparing CEO pay with total shareholder return, financial performance, and STI/LTI payout levels – to generate an overall alignment score from 0 to 100.
• The aim is to provide a more transparent and nuanced assessment of alignment relative to peers.

Non-financial reporting

• If the statutory auditor refuses, qualifies or issues an adverse opinion on non-financial reporting, Glass Lewis may recommend voting against: (a) approval of the accounts, (b) approval of the non-financial reporting, and (c) ratification of board acts.
• In Denmark, this would apply to the sustainability report.

Non-financial metrics

• Where remuneration outcomes rely predominantly on qualitative or non-financial metrics without financial underpins or gateways, Glass Lewis may recommend voting against the remuneration policy or remuneration report.

General meeting format

• Glass Lewis has refined its expectations for virtual-only meetings.
• Companies should provide sufficient rationale for holding a general meeting at which in-person attendance is not permitted in instances when the board has legitimate concerns with convening an in-person meeting and/or has received relevant advice from local authorities.

Board responsiveness to shareholder dissent

• Glass Lewis has clarified how it evaluates board responsiveness following significant shareholder dissent at the AGM.
• In assessing whether a board has been sufficiently responsive to votes at the prior AGM, Glass Lewis will consider: (a) the company’s ownership structure, and (b) the meeting quorum.

Sign-on awards

• Glass Lewis now explicitly identifies “egregious or excessive” sign-on awards as a potential trigger for a negative recommendation on the remuneration report.

ISS

On 25 November 2025, ISS published its 2026 Proxy Voting Policy Guidelines for global markets, including Continental Europe applicable to Danish listed companies. The updates guidelines will apply to general meetings held from 1 February 2026.

The updated ISS guidelines include the following key changes:

Timely disclosure of AGM materials

• ISS may recommend voting against the audit committee chair (or other nominees) if AGM materials are repeatedly disclosed late.
• ISS expects materials to be published ideally 30 days before the AGM and no later than 21 days in all cases.
• In a Danish context, this update is expected to have limited practical effect due to statutory publication deadlines.

Equity-based compensation (LTIP)

• ISS clarifies that performance targets under LTIPs must be measured over an unbroken three-year period to be considered long-term.
• Shorter periods (“LTIP-light”) may lead to a negative voting recommendation.

Stock options plans

• ISS has removed its standalone policy on dividend adjusted stock option plans (applicable for the Nordic countries), as its provisions are already covered under general equity-based compensation guidelines.

Environmental & Social-related shareholder proposals

• ISS has added one new factor for assessing shareholder proposals regarding environmental or social matters: “whether the proposal addresses substantive matters that may impact shareholders’ interests, including any effects on shareholders’ rights.”

Independence rules – highly paid non-executive directors

• Non-executive directors receiving compensation comparable to top executives will generally be classified as non-independent unless clear evidence of managerial authority exists.

Next steps for Danish companies

Companies should proactively review the updated guidelines to prepare for the upcoming AGM season and assess whether any adjustments to governance practices, remuneration structures, etc., are needed.

At the same time, companies should be aware of a longer-term development in Glass Lewis’ approach. In October 2025, Glass Lewis announced that it will move away from issuing a single benchmark recommendation. From 2027, it will instead offer multiple voting perspectives tailored to different investor policies (through AI-enabled customisation).

Practically, this means companies may no longer see just one Glass Lewis recommendation. Different investors may receive different versions of the analysis, making the voting landscape more fragmented and less predictable. This increases the importance of understanding key shareholders’ own voting frameworks.

ISS has not indicated any similar shift and continues to operate under a single benchmark policy.

For now, both firms’ benchmark policies remain relevant reference points for the upcoming AGM season, also noting that the market share of other proxy providers active in the Danish market continues to be low.