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, 2017 (ISS) or January 1, 2017 (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 2017 proxy season in light of these developments and related deadlines. The key policy updates relate to director overboarding, adoption of charter or bylaw provisions that are viewed as adverse to shareholders (e.g., a multi-class capital structure with unequal voting rights, restrictions on the ability of shareholders to submit binding shareholder proposals or amend bylaws) 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 this Sidley Update in PDF format.
If you have any questions regarding this Sidley Update, please contact the Sidley lawyer with whom you usually work, or
|Holly J. Gregory
+1 212 839 5853
|John P. Kelsh
+1 312 853 7097
+1 312 853 7797
+1 212 839 8541
|Claire H. Holland
+1 312 853 7099
Sidley Corporate Governance Practice
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