Particularly noteworthy in Glass Lewis's recently released updated Proxy Paper Policy Guidelines for 2020 are its positions that effectively penalize companies for actions taken or omitted by SEC staff in accordance with Corp Fin’s recently announced changes to the Rule 14a-8 no-action process. Specifically – as corporates anticipated might occur (see, e.g., here and here) - Glass Lewis will likely recommend a vote against all members of the Governance Committee in the event companies exclude a shareholder proposal in those circumstances wherein the SEC staff has declined to state a view in response to a no-action request or where the SEC staff has orally granted relief without a written record and companies don’t provide disclosure about the no-action relief.
Additional policy changes – which are summarized at the beginning of the update - include audit committee implications for failure to disclose audit-related and non-audit fees paid to the external auditor, and compensation committee implications for say-when-on-pay vote determinations that are counter to the frequency approved by a plurality of shareholders.
See our recent report: “Rule 14a-8 No-Action Process Clarity,” and access additional information & resources on our Shareholder Proposals and Proxy Advisors pages.