ISS and Glass Lewis Policy Updates for the 2019 Proxy Season

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, 2019 (ISS) or January 1, 2019 (Glass Lewis). This Sidley Update (i) summarizes the changes in proxy voting policies that apply to U.S. companies, (ii) discusses the practical implications of the changes and (iii) provides guidance about preparing for the 2019 proxy season in light of these developments and related deadlines.

The key policy updates relate to:

• board gender diversity;
• management proposals to ratify existing charter or bylaw provisions;
• conflicting management and shareholder special meeting proposals;
• director performance evaluations;
• shareholder proposals on environmental and social issues;
• board oversight of environmental and social risks;
• virtual-only shareholder meetings; and
• compensation-related matters.

The Appendix identifies 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.