Last week, Glass Lewis & Co. (Glass Lewis) released its annual U.S. and Shareholder Initiatives proxy voting policies and guidelines for the 2020 proxy season.
Glass Lewis's policy updates reflect the impact of the recent policy announcement from the Division of Corporation Finance (Division) of the Securities and Exchange Commission (SEC) that 1) the Division staff may respond to some shareholder proposal no-action requests orally rather than in writing and 2) if the Division staff declines to state a view on a no-action request, then that position should not be interpreted to mean that the shareholder proposal must be included in the proxy statement. In its summary of changes for the 2020 proxy season, Glass Lewis stated that it believes "that companies should only omit proposals in instances where the SEC has explicitly concurred with a company's argument that a proposal should be excluded." Therefore, Glass Lewis will now consider recommending a vote against all members of a company's governance committee where the Division staff:
Other key updates for the 2020 proxy season include the following:
For more information about Glass Lewis's voting policies and guidelines or related matters, please contact any member of the firm's public company representation practice.