Proxy Season

As noted in this press release from Texas Attorney General Ken Paxton, he is investigating ISS and Glass Lewis “for potentially misleading institutional investors and public companies by issuing voting recommendations that advance radical political agendas rather than sound financial principles.” The press release notes his office has issued civil investigative demands to both firms to determine whether they violated Texas consumer protection laws, including …

Hat tip to Cooley’s Vince Flynn for a heads up about these solicitation materials recently filed by ExxonMobil with the SEC related to its retail voting program that I blogged about last week. The program provides beneficial owners and registered holders the opportunity to ‘opt in’ to provide standing instructions to cast their shareholder meeting votes so that they are aligned with the company’s board …

Here’s a rundown of the dozen topics noted in this 40-page summary of responses from the recent ISS policy survey. It’s expected that ISS will drop policy updates in November:  1. Multiclass capital structures (all countries): Investors largely agree (71%) that non-common shares with superior voting rights should be treated similarly to common shares with multiple votes. Non-investors mostly disagree (62%). 2. Burden of proof …

Recently, Corp Fin’s Office of Mergers & Acquisitions issued this notable no-action relief to ExxonMobil to enable retail holders of the company to provide standing instructions to have their votes cast at annual shareholder meetings in support of the board’s recommendations. Here’s a WSJ article about the program. This type of program might be attractive to those companies that have large numbers of retail holders …

I recently blogged about how back in June, Texas passed a law – known as “Senate Bill 2337” – that mandates certain disclosures when proxy advisors recommend casting a vote for “non-financial reasons” or provide conflicting advice to multiple clients. I noted that the law takes effect on September 1st – and that ISS and Glass Lewis had filed lawsuits trying to block the new …

Back in June, Texas passed a law – known as “Senate Bill 2337” – that mandates certain disclosures when proxy advisors recommend casting a vote for “non-financial reasons” or provide conflicting advice to multiple clients. The “non-financial” reasons include a recommendation wholly or partly based on environmental, social or governance investing, diversity, equity or inclusion, social credit or sustainability scores or membership in or commitment …

Recently, I blogged about how ISS is soliciting input on its annual policy benchmark survey.  Glass Lewis has also released its annual policy benchmark survey, with responses due by September 15th. Here are the 19 primary areas for which Glass Lewis is seeking input: