Corporate Governance Update

ISS and Glass Lewis Proxy Voting Policy Updates for the 2024 Proxy Season

February 2, 2024

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, 2024 (ISS) or January 1, 2024 (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:

clawback policies
material weaknesses
board oversight of cybersecurity risk and the company’s response and disclosures if materially impacted by a cyberattack
board oversight of environmental and social issues and climate-related issues
interlocking directorships
executive stock ownership guidelines
the use of non-GAAP metrics to determine incentive compensation payouts
compensation-related matters

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

Please click here to read the Sidley Update without the appendix.

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

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