Institutional Shareholder Services (ISS) and Glass Lewis & Co. (Glass Lewis) have updated their proxy voting policies for shareholder meetings held on or after February 1, 2018 (ISS) or January 1, 2018 (Glass Lewis). This Sidley Update (i) summarizes the changes in proxy voting policies that apply to U.S. companies, (ii) discusses their practical implications and (iii) provides guidance about preparing for the 2018 proxy season in light of these developments and related deadlines.
The key policy updates relate to:
- climate change shareholder proposals;
- long-term poison pills not approved by shareholders;
- board gender diversity;
- board responsiveness (the trigger under the Glass Lewis policy will now be 20% – rather than 25% – opposition);
- proxy access “fix it” shareholder proposals;
- virtual-only shareholder meetings;
- dual-class share structures; and
- compensation-related matters.
The Appendix highlights the various circumstances in which ISS and Glass Lewis may recommend votes against one or more directors in an uncontested election.
Please click here to view the full Sidley Update and Appendix in PDF format.
Sidley Austin LLP provides this information as a service to clients and other friends for educational purposes only. It should not be construed or relied on as legal advice or to create a lawyer-client relationship. Readers should not act upon this information without seeking advice from professional advisers.
Attorney Advertising—Sidley Austin LLP, One South Dearborn, Chicago, IL 60603. +1 312 853 7000. Sidley and Sidley Austin refer to Sidley Austin LLP and affiliated partnerships, as explained at www.sidley.com/disclaimer.
© Sidley Austin LLP