Corporate Governance Update

ISS and Glass Lewis Proxy Voting Policy Updates for the 2025 Proxy Season

January 13, 2025

Proxy advisory firms 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, 2025 (ISS) or January 1, 2025 (Glass Lewis). This Sidley Update summarizes the most noteworthy changes in ISS and Glass Lewis policies that apply to U.S. companies and provides some practical considerations.

Key policy updates relate to:

board oversight of artificial intelligence
board responsiveness to significantly supported (>30%) shareholder proposals
poison pills
SPAC extension proposals
natural capital-related shareholder proposals
management proposals relating to reincorporation
compensation-related matters

Appendix A summarizes the various circumstances in which ISS or Glass Lewis may recommend votes against directors in an uncontested election.

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Please click here to read the Sidley Update with the appendix.

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