BlackRock Investment Stewardship (BIS) and the two newly separated Vanguard stewardship teams—Vanguard Capital Management Investment Stewardship (VCMIS) and Vanguard Portfolio Management Investment Stewardship (VPMIS), formed in January 2026 when Vanguard split its proxy voting function between two wholly-owned advisors—have each released their 2025–2026 proxy season voting reports (see BlackRock 2026 Global Voting Spotlight, Vanguard Capital Management Investment Stewardship 2026 Annual Report, and Vanguard Portfolio Management Investment Stewardship 2026 Annual Report).
Together, the three managers voted on 323,486 proposals globally this season: BIS (154,110 global proposals, including 41,715 proposals in the Americas); VCMIS (134,999 global proposals, including 28,207 in the U.S.); and VPMIS (24,589 proposals in the U.S., 9,788 proposals internationally).
Below is a summary of the voting themes most relevant to companies preparing for upcoming annual meetings.
Because BIS reports regional figures for the Americas while VCMIS and VPMIS report for the U.S., the regional figures below are not directly comparable across managers. Similarly, VPMIS reports its non-U.S. figures on an international basis (excluding the U.S.), whereas BIS and VCMIS report global figures that include the U.S., so those percentages are also not directly comparable.
Director Elections
Director elections were the largest voting category for all three managers. BIS supported 93% of director elections in the Americas (91% of director elections globally); VCMIS supported 98% of U.S. director elections (94% globally); and VPMIS supported 98% of U.S. director elections (95% internationally).
Consistent with prior years, BIS’s main reasons for not supporting director nominees were director independence concerns, board composition, director overcommitment, and executive compensation concerns.
VCMIS and VPMIS took a similar approach to BIS when evaluating director nominees. Both evaluated director election proposals primarily by assessing whether the board itself (its independence, director qualifications, and capacity) was well-suited to oversee the company.
Takeaway: Proxy disclosures should clearly articulate director independence determinations, the fit between director nominee skills and company strategy, and any competing director commitments, particularly for controlled companies or dual-class structures.
Executive Compensation/Say-on-Pay
All three managers supported the large majority of say-on-pay and related compensation proposals. BIS supported 90% of compensation proposals in the Americas (84% globally; no separate breakout for say-on-pay proposals); VCMIS supported 99% of say-on-pay proposals in the U.S. (89% globally); VPMIS supported 97% of say-on-pay proposals in the U.S. (90% internationally).
BIS’s support was largely driven by clear disclosure linking short- and long-term incentive design to long-term value creation. In the U.S. market (which according to the report accounts for roughly nine of 10 compensation proposals voted in the Americas region), BIS continued to oppose programs with large one-time awards granted outside the regular incentive program without a strong strategic rationale, weak linkage between pay and performance, or insufficient explanation of how program design supported corporate strategy.
VCMIS and VPMIS took a similar approach to evaluating these proposals. Both looked for incentive structures aligning pay with long-term shareholder returns, supported by clear disclosure of pay components, metrics, targets, and the board’s exercise of discretion, and were more likely to withhold support where that alignment was unclear, the rationale for one-time awards was weak, or performance targets lacked rigor.
Takeaway: Say-on-pay proposals continue to pass by wide margins, but support often turns on disclosure. Issuers should clearly link incentive design, metrics, and targets to long-term, peer-relative performance, and explain the board’s exercise of discretion across the compensation program as a whole.
Shareholder Proposals
Governance-focused shareholder proposals drew materially higher support than environmental or social (E&S) shareholder proposals across all three managers. BIS supported 10% of governance-focused shareholder proposals in the Americas (20% globally), versus 0.4% of E&S proposals in the Americas (0.3% globally). VCMIS supported 23% of governance proposals in the U.S. (62% globally) versus 0% for E&S proposals both in the U.S. and globally. VPMIS supported 21% of U.S. governance proposals (27% internationally) versus 0% for E&S proposals in both the U.S. and internationally.
On governance matters specifically, all three managers most frequently supported proposals aimed at driving board responsiveness or strengthening shareholder rights, including simple-majority voting standards, board declassification, and rights to act by written consent or call special meetings.
All three managers apply a similar case-by-case, materiality-driven framework to evaluate E&S proposals. According to its report, BIS did not support proposals it viewed as inconsistent with long-term financial value or that sought to micromanage companies, most often withholding support where the company already had processes in place to address the risk, the proposal was overly prescriptive, or it lacked economic merit. BIS did not support any proposal seeking to roll back existing sustainability commitments. VCMIS and VPMIS took a similar approach, withholding support for proposals that sought to influence company operations or strategy, raised matters that were not financially material, or requested disclosure the company already provided.
Takeaway: On governance-focused shareholder proposals, boards should expect broad investor support for simple-majority voting (removal of super-majority provisions), board declassification, and the ability to written-consent or special-meeting rights. On E&S proposals (whether seeking new commitments or rolling back existing ones) issuers should focus on financial materiality (or lack thereof) and demonstrating existing board oversight, since proposals viewed as prescriptive, redundant with current disclosure, or lacking economic merit generally draw minimal support.
Reincorporation Proposals
VCMIS and VPMIS applied a similar case-by-case analysis to reincorporation (generally to Texas or Nevada), weighing a company’s disclosed rationale for the reincorporation (such as operational, administrative, or financial advantages of aligning legal domicile with where the business is actually headquartered and operates, or litigation-related considerations), against any resulting change in shareholder rights. BIS’s report did not specifically address reincorporations. Key factors considered by both Vanguard managers included whether the governance profile in the new jurisdiction was comparable to, or an improvement on, the company’s existing protections, and whether the company opted into available provisions that could weaken shareholder rights, such as higher ownership thresholds for derivative litigation, expanded liability protections for directors and officers, or added restrictions on the ability to submit shareholder proposals or call special meetings. Proposals lacking an operational connection to the new state of domicile and/or accompanied by diminished shareholder rights were likely to draw opposition.
Takeaway: Boards proposing reincorporation should articulate a specific operational, financial, or litigation-related rationale and preserve (or explain any departure from) existing shareholder rights (e.g., derivative-suit and shareholder proposal thresholds, special-meeting and written-consent rights, and officer/director liability provisions).
Board Oversight of Artificial Intelligence
VCMIS highlighted board oversight of AI-related risk as a growing engagement topic, although the number of proposals on this topic was limited—17 shareholder proposals at 11 U.S. and Canadian companies (VPMIS and BIS did not specifically address this topic). According to its report, VCMIS did not support AI-oversight proposals at two large U.S. technology companies, concluding in both cases that existing board committee structures and public AI-risk disclosures already addressed the proponents’ concerns.
Takeaway: Companies with material AI exposure should ensure proxy and 10-K disclosures proactively identify board oversight proactively; doing so could reduce support for related shareholder proposals.