On Nov. 18, 2016, Glass Lewis released updates to its proxy voting policy guidelines for the 2017 proxy season. The changes to the 2017 U.S. policy guidelines are summarized below:

  • Director Overboarding. Beginning in 2017, Glass Lewis will generally recommend voting against a director who serves: (i) on more than five public company boards or (ii) as an executive officer of any public company while serving on more than two public company boards. Glass Lewis will generally not recommend a vote against an overboarded director at the company where he or she serves as an executive.

Glass Lewis may consider relevant factors in determining whether to refrain from recommending a vote against an overboarded director and may also refrain from such a recommendation if the company provides “sufficient rationale” for that director’s continued board service.

  • Board Evaluation and Refreshment. Glass Lewis clarified its approach to board evaluation, succession planning, and refreshment. The proxy advisor believes that “a robust board evaluation process” that focuses on assessing and aligning director skills with company strategy is more effective than solely relying on age or tenure limits.
  • Governance Following an IPO or Spin-OffWith respect to newly-public companies, Glass Lewis indicated that it will review the terms of the company’s governing documents to determine whether they severely restrict shareholder rights from the outset. If Glass Lewis believes the governing documents significantly restrict shareholders’ ability to effect change, it will consider recommending a vote against the members of the governance committee or the directors that served at the time of the governing documents’ adoption. The specific areas of governance that Glass Lewis may review include anti-takeover mechanisms, supermajority vote requirements, and general shareholder rights.
  • Issuer Data ReportGlass Lewis also announced “open enrollment” in its “Issuer Data Report” (IDR) service which allows participating public companies to obtain a data-only version of their Glass Lewis Proxy report prior to Glass Lewis completing its analysis and voting recommendations in connection with annual meetings. Glass Lewis provides this IDR service free-of-charge to a limited number of public companies on a first-come, first served basis. Enrollment for the IDR service ends on January 6, 2017 or when the annual limit is reached.

2017 Guidelines: http://www.glasslewis.com/wp-content/uploads/2016/11/2017_Guideline_US.pdf

Enrollment for the IDR service: https://meetyl.com/issuer_data_report