This Cooley Alert that I blogged about earlier today – penned by Brad Goldberg, Beth Sasfai, Luci Altman, and Michael Mencher – has been updated for this development:
“On March 4, 2025, Glass Lewis sent a memo to clients providing an update on its diversity-related proxy voting policies. While an earlier Glass Lewis memo from February 19 previewed that Glass Lewis was considering implementing changes to its director diversity guidelines, the new memo provides that Glass Lewis will continue to apply its existing policies for the 2025 proxy season.
However, Glass Lewis will now provide a “For Your Attention” flag on any proxy report with a negative diversity-related director recommendation, “pointing clients to a supporting rationale they can leverage if their preference is to vote differently from the recommendation.” Under Glass Lewis’s existing board diversity policies:
- For Russell 3000 companies, Glass Lewis generally recommends voting against the nominating committee chair of a board that is not at least 30% gender diverse or all nominating committee members of a board with no gender diverse directors. For companies outside of the Russell 3000 index, Glass Lewis will recommend voting against the nominating committee chair if there are no gender diverse directors.
- For Russell 1000 companies, Glass Lewis generally recommends voting against the nominating committee chair of a board with fewer than one director from an underrepresented community.”
Authored by
Broc Romanek