Corporate Governance Update

ISS and Glass Lewis Policy Updates for the 2020 Proxy Season

November 18, 2019

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, 2020 (ISS) or January 1, 2020 (Glass Lewis). This Sidley Update (i) summarizes the changes in proxy voting policies that apply to U.S. companies and (ii) provides guidance about preparing for the 2020 proxy season in light of these developments and related deadlines.

The key policy updates relate to:

problematic governance and capital structures at newly public companies;
shareholder proposals seeking an independent board chair;
shareholder proposals on gender pay equity;
management proposals on share repurchase programs;
exclusion of shareholder proposals;
board gender diversity; and
compensation-related matters.

The Appendix includes a comprehensive list of 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.

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