Glass Lewis Releases Updated Policy Guidelines for 2019

By Randi Morrison posted 10-24-2018 08:34 PM

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Glass Lewis released its updated Proxy Paper Policy Guidelines for 2019.

Changes for the US, which are summarized at the beginning of the update, address these areas:

Non-Executive Compensation

Board gender diversity - Policy announced 11/17 will take effect for meetings held after 1/1/19.
Conflicting & excluded special meeting shareholder proposals and potentially other excluded proposals
E&S risk oversight (see here)
Ratification of auditor - additional considerations
Virtual-only shareholder meetings - Policy announced 11/17 will take effect for meetings held after 1/1/19.

Executive Compensation

Added excise tax gross-ups
Contractual payments & arrangements
Executive compensation disclosure for SRCs
Grants of front-loaded awards
Clawbacks
Other executive compensation clarifications

Clarifying Amendments (no change in approach, but policies codified)

Auditor ratification proposals at business development companies
Director recommendations on the basis of company performance
Director & officer indemnification
NOL protective amendments
OTC-listed companies
Quorum requirements

We will be posting memos analyzing the updates on our Proxy Advisors page.

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