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:
- Board Diversity: Questions focus on board-level and company-wide diversity disclosures, including policies like the Rooney Rule and expectations for maintaining diversity.
- Director Performance Accountability: Seeks input on shareholder actions when directors raise concerns but aren’t up for election or there isn’t another director-related item on the meeting agenda.
- Multi-Class Capital Structures: Asks whether voting results should be disclosed on a “one-share, one-vote” basis and under what conditions dual-class shares are acceptable.
- Reincorporation Decisions: Inquires about factors influencing support for companies reincorporating out of Delaware.
- Virtual-Only Annual Meetings: Gauges views on using safety and security concerns to justify virtual-only shareholder meetings.
- Ownership Threshold Increases for Shareholder Proposals: Addresses concerns about higher ownership thresholds for proposals and whether boards should be held accountable without shareholder approval.
- Climate Shareholder Proposal Trends: Focuses on biodiversity and climate issues, including probing views on key features of climate transition plans.
- AI Disclosure and Standards: Explores whether AI-related benchmarks and disclosures should be standardized across sectors.
- Financial Performance in Voting: Seeks views on whether financial performance alone should guide proxy voting and how it should be measured.
- Anti-ESG Sentiment Response: Asks how companies they invest in are adapting to growing anti-ESG attitudes in the U.S. and whether they have thought about revising approaches to ESG issues.
- Reaction to Corp Fin’s Schedule 13G Eligibility Guidance: Asks whether there is consideration of voting or engagement policy changes in response to Corp Fin’s Schedule 13G eligibility guidance that came out earlier this year.
- Time-Based Awards: Asks under what conditions time-based awards are reasonable within long-term incentive plans.
- Director Pay Increases: Requests input on evaluating significant hikes in non-executive director pay.
- Executive Security and Perquisites: Addresses when security costs for executives should be treated as perks under the SEC’s rules.
- Make-Whole Incentive Grants: Probes how make-whole grants for new hires should be assessed compared to other sign-on awards.
- Equity Plan Evaluations: Requests feedback on factors like burn rate, dilution, and plan cost when voting on omnibus equity plans.
- Executive Pay Disclosure: Evaluates which executive compensation disclosures are “very important” or “important” if the SEC scales back the Item 402 disclosure requirements.
- Tariff Impacts on Incentive Pay: Seeks views on how boards should react to incentive pay outcomes are materially skewed by tariffs.
- Severance Adjustments: Asks which types of ad-hoc severance package adjustments are considered acceptable.
Authored by
Broc Romanek