Heads Up for the 2019 Proxy Season: New and Revised ISS and Glass Lewis Policies May Impact Director Elections

Weil, Gotshal & Manges LLP

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?”

Please see full Alert below for more information.

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DISCLAIMER: Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations.

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