2026 Policy Updates from Key Institutional Investors on Governance

Several key institutional investors have updated their 2026 voting policies, as summarized in a Georgeson memorandum authored by Rajeev Kumar, Daniel Chang, and Meighan McGowan.

• Main announcement: Several institutional investors (Capital Group, Geode, GSAM, Dodge & Cox, TRPA, and NYSCRF) have revised voting policies across topics including reincorporation, say-on-pay frequency, equity plans, director overboarding, board diversity and tenure, company engagement, and emerging shareholder proposals on data center growth and AI. Specific, concrete policy changes include TRPA increasing its overboarding concern thresholds (from directors >5 boards to >6 boards and public-company CEOs from >1 additional board to >2 additional boards), GSAM moving away from a fixed 50% performance-based LTI threshold to a more flexible standard, Geode adding burn rate as a voting criterion for equity plans (with an exception for bankruptcy/going-concern situations), and NYSCRF adding new sections requiring disclosures and management of Environmental Risks of Data Center Growth and Responsible AI Governance.
• Background & details: The updates largely move investors from blanket deference to case-by-case evaluations (notably on reincorporations), tighten scrutiny where shareholder rights could be materially diminished, and expand assessments of board composition to include skills, experience, refreshment practices, and governance provisions. NYSCRF expects companies to assess, disclose, and regularly update management of data-center-related environmental risks (GHG emissions, water stress, grid strain) and to implement board accountability, transparency and explainability, and robust risk management for AI; GSAM expanded its engagement framework to seek company responses where management proposals receive significant dissent.