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Glass Lewis recently announced the opening of its 2025 Policy Survey. The survey seeks input on several key governance topics including board diversity, executive compensation, ESG considerations, shareholder rights, and emerging issues such as AI standards and changes in engagement practices as a result of recent updates to the SEC’s Compliance and Disclosure Interpretations (CDIs) on Regulation 13D-G.  The survey questions often signal future changes to Glass Lewis’s voting policy guidelines.

The survey solicits views on, among other things:

  • Board oversight and performance: Board diversity, director performance, and, driven by recently adopted state laws, adoption of ownership thresholds for submission of shareholder proposals or filing of derivative actions without shareholder approval
  • Compensation: Non-executive directors’ fees, executive security costs, “make-whole” equity awards, ad-hoc adjustments to severance benefits, time-based incentive awards, the impact of tariffs on executive pay outcomes, and the importance of certain executive pay disclosures in light of the possibility of reduced disclosures from the SEC
  • ESG: Response to “the growing anti-ESG sentiment in the U.S.,” company-wide diversity disclosures, and considerations relating to biodiversity and say on climate proposals
  • Shareholder rights: Approach to reincorporation proposals considering developments over the past year, multi-class share structures, and virtual-only shareholder meetings
  • General: AI benchmarks and standards, voting decisions based on financial factors versus corporate governance best practices, and, for investors, whether, they have changed or are considering making changes to their voting or engagement policies and practices as a result of the recent updates to the CDIs on Regulation 13D-G

The complete set of survey questions can be found here. While aimed primarily at investors, public companies, their advisors, and other stakeholders may also participate. The deadline to complete the survey is Monday, September 15, 2025, at 5:00 p.m. PT/8:00 p.m. ET.

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As we reported in our Preparing for the 2025 Proxy Season client alert, Glass Lewis announced on February 18, 2025, that it was reviewing its diversity-related voting guidelines “in the face of the U.S. Administration’s recent Executive Orders and overall stance on DEI,” which are further described in our 2025 Environmental and Social Developments client alert. On March 4, 2025, Glass Lewis emailed its clients that it had completed its review and decided, beginning on March 10, to “implement a bifurcated approach to offering voting guidance on board elections and DEI-related shareholder proposals at U.S companies.”

Continue Reading Glass Lewis Stands by Its Diversity-Related Voting Guidelines but Will Include Flag
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On February 11, 2025, Institutional Shareholder Services (ISS) announced a change to its voting policy with respect to board diversity. ISS will no longer consider the gender and racial and/or ethnic diversity of U.S. company directors when making vote recommendations with respect to the election or re-election of directors. ISS’s new policy approach will be applicable for shareholder meeting reports published on or after February 25, 2025. On February 18, 2025, Glass Lewis provided an update on diversity. According to the update, Glass Lewis is reviewing its approach to voting guidance on board diversity and DEI-related shareholder proposals at U.S. companies and will advise investors and companies of any modifications to its policies, guidelines, and/or research approach pertaining to U.S. companies on March 3, 2025. These developments follow softening by institutional shareholders, like BlackRock and Vanguard, of their voting policies on board composition and diversity, removing voting action specifically responsive to inadequate board diversity.

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Our recent Client Alert discusses ISS and Glass Lewis voting policy updates for the 2025 proxy season. ISS made updates to the section on management say-on-pay and executive pay evaluation in its U.S. Executive Compensation Policies FAQs and made updates to its voting guidelines relating to environmental and/or community impact assessment shareholder proposals, short-term poison pills, and SPAC extension requests. Glass Lewis made updates to its voting guidelines relating to board oversight of artificial intelligence (and its voting guidelines relating to AI-related shareholder proposals), board responsiveness to shareholder proposals, management say-on-pay proposals, and reincorporations.

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On August 1, 2024, ISS Governance (ISS) announced the launch of its Annual Benchmark Policy Survey. The survey results will inform ISS’s policy development for 2025 and beyond. For the U.S. market, the survey solicits views on poison pills and executive compensation. In addition, the survey solicits views on global environmental and social topics including climate-related shareholder proposals, disclosure of Scope 3 GHG emissions targets, and shareholder proposals requesting disclosure of workforce diversity metrics.

Continue Reading ISS and Glass Lewis Launch Annual Policy Surveys
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On November 16, 2023, Glass Lewis & Co. (Glass Lewis) released its 2024 U.S. Benchmark Policy Guidelines (U.S. Guidelines), effective for shareholder meetings on or after January 1, 2024. The U.S. Guidelines include several key updates, which are summarized below. In addition, Glass Lewis released its 2024 Shareholder Proposals & ESG-Related Issues Benchmark Policy Guidelines (ESG Guidelines), which include an update to Glass Lewis’ overall approach to environmental and social issues, summarized below.

Continue Reading Glass Lewis Issues 2024 Updates to Benchmark Policy Guidelines
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On November 6, 2023, Institutional Shareholder Services, Inc. (ISS) announced the scheduled November 20 opening of its peer group submission window for U.S. and Canadian companies with annual meetings slated to be held between January 15, 2024, and September 30, 2024, and for European companies with meetings anticipated to be held between February 1, 2024, and January 31, 2025. The peer group submission window will open at 9:00 a.m. ET on Monday, November 20, 2023, and will close at 8:00 p.m. ET on Tuesday, December 5, 2023.

Glass Lewis’ peer group submission window is already open and is most relevant for companies holding annual meetings between March 2024 and September 2024. The deadline for submitting peers is Friday, December 15, 2023 (no specific time of day is given).

As background, each proxy season, ISS and Glass Lewis construct peer groups that are used to analyze companies’ executive pay and related matters. These peer groups are constructed before new proxy statement disclosures are available, and thus are generally based on the company-selected peers in the prior year’s proxy statement. Accordingly, those companies that have changed, or anticipate changing, their peer group from their prior year’s proxy statement, may want to consider engaging in these voluntary peer group submission reviews with ISS and/or Glass Lewis during these open windows.

Additional information on the ISS and Glass Lewis peer group submission processes can be found here and here, respectively.

As we look forward to the 2023 proxy season, Institutional Shareholder Services (ISS) and Glass Lewis & Co. (Glass Lewis), two prominent proxy advisory firms, each recently published their latest voting guidelines for the upcoming proxy season. In our Client Alert, we provided a detailed look at updates to those policies. A summary of the coverage of the key updates in ISS’s and Glass Lewis’s voting policies is provided below.

Continue Reading ISS and Glass Lewis Publish Updated Proxy Voting Guidelines
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Wilson Sonsini annually publishes the Silicon Valley 150 Corporate Governance Report, which analyzes the governance practices and disclosures of the Valley’s largest public companies. The report uses the Lonergan SV150,1 which includes the top 150 public companies (by annual sales) with headquarters in Silicon Valley. We will be publishing our full 2025 report in December, but we wanted to share some early data points.

Continue Reading Sneak Peek of the Silicon Valley 150 Companies’ Governance Practices: Defensive Measures