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.
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. In addition, this information was not intended or written to be used, and cannot be used, by any person for the purpose of avoiding any U.S. federal, state or local tax penalties that may be imposed on such person.
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