Proxy advisory firms Institutional Shareholder Services and Glass Lewis have published their 2026 proxy voting guidelines, which indicate how they will advise institutional shareholders to vote during the coming shareholder meeting season. While the scope and volume of changes are more subdued than in previous years, reflecting in part a changed political environment, there are a number of updates and clarifications that Canadian publicly listed companies should be aware of.
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Under the House version of the U.S. National Defense Authorization Act for Fiscal Year 2026 (NDAA)—which was passed on December 10 and could become law by year-end—directors and officers of SEC-reporting foreign private issuers would no longer be exempt from the U.S. insider reporting regime under Section 16 of the Securities Exchange Act of 1934. However, the NDAA leaves open the possibility that the SEC could enact exemptions to these reporting requirements if it determines that the laws of a non-U.S. jurisdiction apply substantially similar requirements.
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On October 23, 2025, the Canadian Securities Administrators (CSA) announced that they intend to introduce a multi-year pilot project to allow certain junior issuers to voluntarily adopt semi-annual reporting (SAR), a departure from the venerable rule that Canadian reporting issuers must file financial statements and management’s discussion and analysis (MD&A) on a quarterly basis. The CSA asked for comments with a deadline of December 22, 2025 and stated that it "anticipates the SAR Pilot will be in force prior to the end of March 2026".
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TSX continuously seeks opportunities to improve the quality and integrity of the marketplace. With that aim in mind, TSX has introduced new original listing requirements ("OLRs") for corporate issuers seeking to list on TSX.
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ISS Governance (ISS) has published policy updates for its 2026 Global Proxy Voting Guidelines (Guidelines) which include key clarifications specifically for Canadian issuers with respect to (i) advance notice provisions (ANPs), (ii) amendments to equity-based compensation plans, and (iii) non-employee director (NED) deferred share unit (DSU) plans. The updated Guidelines also provide general policy updates applicable to all global issuers with respect to environmental and social-related (E&S) shareholder proposals and the classification of highly-paid non-independent non-executive directors (NINEDs). ISS’ updated Guidelines will apply to shareholder meetings held on and after February 1, 2026.
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Burgeoning ESG metrics have led to a rethink. Could companies instead focus their particular capabilities to help tackle society’s biggest challenges?
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