ISS and Glass Lewis have released updates to their proxy voting policies for the 2019 proxy season, which for the most part are not controversial, but reflect a continued effort by the proxy advisory firms to influence governance policies and practices through the director election and annual meeting voting process. Although many of the policy updates refine existing policies, others focus on the accountability of the board of directors, and in many instances, the nominating and governance committee, for what ISS and Glass Lewis could view as governance and oversight deficiencies. Companies should familiarize themselves and their boards of directors with the new and updated policies, which could influence the results of director elections and support for shareholder proposals as well as affect the company’s governance profile and reputation. In this Alert, we provide guidance for U.S. companies on addressing these developments and practical tips for “What to do Now?”
Heads Up for the 2019 Proxy Season: New and Revised ISS and Glass Lewis Policies May Impact Director Elections
Copyright © 2019 Weil, Gotshal & Manges LLP, All Rights Reserved. The contents of this website may contain attorney advertising under the laws of various states. Prior results do not guarantee a similar outcome. Weil, Gotshal & Manges LLP is headquartered in New York and has office locations in Beijing, Boston, Dallas, Frankfurt, Hong Kong, Houston, London, Miami, Munich, New York, Paris, Princeton, Shanghai, Silicon Valley, Warsaw, and Washington, D.C.