BlackRock has released its 2026 updates to the Blackrock Investment Stewardship (BIS) U.S. benchmark policies and engagement priorities which become effective in January 2026¹.

The policy revisions mainly consist of clarifications and changes to wording, particularly in view of the White House executive orders on diversity, equity and inclusion (DEI) and the SEC’s Schedule 13D/G guidance, which were issued in the early part of 2025.  For example, throughout the document, BIS replaced “may vote against” directors with “may not support” directors.  It further noted in its section on shareholder proposals that it is subject to certain rules, regulations, agency guidance and contractual agreements that limit how it interacts with companies.  It explicitly stated that it does not nominate directors for board elections or submit shareholder resolutions to companies.

Other changes include the following:

Board composition:  BIS continues to downplay references to board gender and racial diversity.  Its revised policy states that it may not support members of the nominating/governance committee at an S&P 500 firm where the board is a sustained outlier compared to market practice in terms of having a variety of experiences, perspectives and skillsets.  According to a footnote, this also includes directors’ professional and demographic backgrounds.  BIS has eliminated its previous basis for determining outliers—namely, that 98% of S&P 500 firms had 30% or more diverse representation as of December 2024.

Executive compensation:  BIS added a discussion on executive perquisites, which states that it examines the rationale for certain perquisites, such as security, and whether their appropriateness is regularly evaluated by the compensation committee.

Material sustainability-related risks and opportunities: BIS has clarified that although it considers standardized disclosure of sustainability-related data useful, it does not mandate that companies follow any specific disclosure framework.

Climate and nature-related risk:  BIS has combined its discussion of climate and natural capital risks and indicated that, in both cases, it will convey concerns about board oversight through director election votes or support of a business-relevant shareholder proposal.

BIS has also deleted outdated references, including to the Taskforce on Climate-Related Financial Disclosures (TCFD), which disbanded in 2023, and to earlier research by the BlackRock Investment Institute on the low-carbon transition.  It also removed its expectation that companies stress-test their business models under a range of climate-related scenarios, including the Paris Agreement goal of limiting global warming to well below 2⁰ C.

Companies’ impact on their workforce, supply chains, and communities:  BIS has emphasized that it does not direct a company’s policies or practices on stakeholder relationships, which are the responsibility of the board and management.  It may convey concerns regarding oversight of material risks related to stakeholders through its votes on director elections or support of a business-relevant shareholder proposal.

Human capital management:  BIS has removed its expectation that companies disclose their approach to DEI, as well as their workforce demographics based on EEO-1 Survey disclosures.

Corporate political activities:  BIS adjusted its criteria for supporting a political spending or lobbying disclosure proposal to situations where additional transparency would aid in understanding how the company manages material risks associated with its political activities.  Previously, BIS felt more disclosure was warranted if it was unclear how a company’s political activities supported its strategic policy priorities or if there appeared to be discrepancies.  BIS also deleted references to using third-party research, such as the CPA-Zicklin Index of Corporate Political Disclosure and Accountability, for industry peer comparisons.

Shareholder proposals:  BIS has emphasized its case-by-case approach to shareholder proposals, stating that it may support (rather than is likely to support) disclosure requests that aid in understanding how companies manage material risks that affect their long-term performance.  It will continue to reject shareholder proposals that are inconsistent with long-term financial value or that seek to micromanage companies.

BIS will no longer routinely explain to companies its rationale for supporting shareholder resolutions.  However, its updated policy describes some of the factors it considers when evaluating them:

• Consistency between the specific request made in the proposal, the supporting documentation and the proponent’s other communications on the issue.
• The costs and benefits to the company in complying with the request.
• The company’s governance practices and disclosures relative to those of peers.
• The legal effect of the proposal, such as whether it is precatory or binding or if it would be deemed illegal in a given jurisdiction.

BIS has removed its discussion on escalation efforts, including supporting a shareholder proposal or voting against directors, if a company has not shown sufficient urgency in addressing a material risk.

¹ See BlackRock’s 2026 U.S. benchmark proxy voting guidelines and engagement priorities at https://www.blackrock.com/corporate/literature/publication/blackrock-investment-stewardship-benchmark-guidelines-us.pdf and https://www.blackrock.com/corporate/literature/publication/blk-stewardship-priorities-final.pdf.