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Glass Lewis (“GL”) recently released its annual Benchmark Policy Guidelines for 2024. This update makes several changes to how the proxy advisory firm will evaluate company policies related to executive compensation. ...more
Institutional Shareholder Services (ISS) and Glass Lewis, the two most influential proxy advisory firms, recently released updates to their voting policies for the 2024 proxy season. The ISS US policy update will apply for...more
On November 16, 2023, proxy advisory firm Glass Lewis released its 2024 Proxy Voting Policy Guidelines. The new guidelines apply to shareholder meetings occurring after January 1, 2024. Unsurprisingly, many of Glass Lewis’s...more
As we enter the 2023 proxy season, there are a number of new regulatory requirements, both technical and substantive, that have been implemented, and many more on the horizon. For example, many companies will need to comply...more
As companies begin preparing for the 2023 proxy season, we note that Institutional Shareholder Services Inc. (ISS) and Glass Lewis, the leading providers of corporate governance solutions and proxy advisory services, issued...more
Each year brings new executive compensation rules and considerations, whether based on Securities and Exchange Commission (SEC) rules, developments under the Internal Revenue Code, litigation trends, institutional adviser...more
Proxy advisory firms Institutional Shareholder Services (“ISS”) and Glass Lewis (“GL”) each published their annual policy updates for 2023, which updates made certain changes relating to executive compensation. As a general...more
SEC drafts strategic plan for 2022 to 2026 - On August 24, 2022, the US Securities and Exchange Commission announced that it had published a draft of its strategic plan for fiscal years 2022 to 2026, with an accompanying...more
The 2022 Amendments have removed the requirements that call for proxy advisory firms claiming an exemption from proxy filing rules for solicitations to provide their proxy voting advice to subject companies and provide their...more
As discussed in our July 24, 2020 client alert, the SEC amended the proxy rules to establish a framework for proxy advisors such as ISS and Glass Lewis to remain exempt from proxy rule information and filing requirements....more
Takeaways - ESG activist campaigners are likely to continue asserting themselves. Companies that have merged with SPACs and whose stock prices have slumped will be at risk for activist pressure. Watch for more activist...more
This client alert provides an overview of recent key updates on environmental, social and governance (ESG) matters from the leading proxy advisory firms and major institutional investors. We also address updated guidance by...more
In our November 2, 2021 blog post, we highlighted a number of considerations for the 2022 proxy season. Based on recent developments, the following are some additional items...more
During 2021, the U.S. Securities and Exchange Commission (SEC) adopted rule changes and provided public companies with useful guidance on various topics. In December, Institutional Shareholder Services (ISS) released its...more
Institutional Shareholder Services (ISS) and Glass Lewis, the leading proxy advisors in the United States, have announced updates and clarifications for their voting guidelines for the 2022 proxy season. Their voting...more
The US Securities and Exchange Commission (SEC) is actively reconsidering its position on the applicability of its proxy rules to proxy voting advice. Background - In July 2020, the SEC adopted amendments to its proxy...more
This memorandum outlines key considerations from White & Case's Public Company Advisory Practice for US public companies in preparation for the 2021 annual reporting and proxy season. Section I of this memo, which was...more
As we approach our 11th month of COVID-19 restrictions, the pandemic continues to evolve with new variants, while vaccination efforts move forward at a snail’s pace because of limited supplies in many states. Many hoped for a...more
The SEC’s long-awaited final rules governing voting advice provided by proxy advisory firms such as Institutional Shareholders Service (ISS) and Glass Lewis (the “final rules”) became effective on November 2, 2020. The final...more
Glass Lewis announced updates to its United States Proxy Voting Policy Guidelines late November 2020. The 2021 Proxy Voting Policy Guidelines include a variety of changes from the 2020 version, including new provisions...more
ISS and Glass Lewis Open Peer Group Submission Windows Soon - On November 12, 2020, Institutional Shareholder Services (ISS) published its Proxy Voting Guidelines Updates for 2021, which are effective for meetings on or...more
On July 22, 2020, the SEC adopted final rules on the application of its proxy solicitation rules to proxy voting advisors. Among other things, the new rules will, for practical purposes, require these proxy advisory firms –...more
On July 22, 2020, the SEC took action to address two aspects of the proxy voting process: (1) amending the proxy solicitation rules with respect to “proxy voting advice businesses” (PVABs or proxy advisory firms), such as ISS...more
The nation’s largest shareholder advisory firm, Institutional Shareholder Services Inc. (“ISS”), recently filed suit against the SEC over new guidelines meant to give investors more transparency into how proxy advisory firms...more
Public companies should consider recent SEC and proxy advisory developments and other perennial executive compensation matters. This Client Alert offers a summary of the key executive compensation related reminders and...more