Glass Lewis launched a new "Report Feedback Statement" (RFS) service pilot program for the 2019 proxy season that will provide issuers and shareholder proposal proponents the opportunity to express their views on Glass Lewis' analysis of their proposals, and have those views communicated to Glass Lewis' investor clients.
Highlights from the instructive FAQs include:
- The RFS service provides companies and shareholder proposal proponents the opportunity to express differences of opinion about the Glass Lewis research & analysis of their annual meeting proposals, and have their unfiltered comments delivered directly to Glass Lewis investor clients on a current basis - in sufficient time to be considered during the proxy voting process.
- For the 2019 proxy season, on a first-come, first-served basis, Glass Lewis will limit the pilot of the RFS service to 12 US-listed companies and/or proponents per week (subject to change) March - May.
- Companies must participate in Glass Lewis' free Issuer Data Report service, and must clearly identify the names of proposal proponents in their proxy for proposals being put to a vote at the annual meeting.
- Participating companies & proponents must purchase the relevant proxy report directly from Glass Lewis (on a one-time basis or via subscription), and pay a "distribution fee" for each RFS submitted. Pricing specifics reportedly are available at sign-up.
- The deadline for RFS submissions is four business days after Glass Lewis publishes the relevant Proxy Paper report. However, factual errors (as opposed to differences of opinion) must be raised within two business days of report publication; there is no cost and no requirement to participate in the RFS service for raising, and having Glass Lewis address, factual-only errors in the report. Report errors should continue to be reported here.
- Glass Lewis won't edit or modify the content of a RFS, and will only distribute mutually approved Report Feedback Statements without any alterations, except for the addition by Glass Lewis of a standard content disclaimer.
- Investor clients who have already downloaded the Glass Lewis Proxy Paper that is the subject of a RFS will receive an email with the RFS and the Glass Lewis response to the RFS. Additionally, a disclosure notifying all investor clients that an RFS and a Glass Lewis response to the statement are available for download within the Viewpoint and GlassLewis.net applications will be added on the first page of the Proxy Paper report.
- Glass Lewis isn't authorized to distribute a RFS to non-clients, including the media. Glass Lewis will direct requests from non-clients for a RFS to the RFS creator.
- Companies and shareholder proponents are permitted to submit one RFS per meeting. However, if the company makes an additional public filing that results in a material revision of the Glass Lewis report, at Glass Lewis’s discretion, companies will be permitted to submit one additional RFS at full cost within two business days following the publication of the revised Glass Lewis research.
See Glass Lewis' release, and this memo from Sidley. Sign up for the new service by clicking the “SIGN UP FOR REPORT FEEDBACK STATEMENT” button at the top of this page.
Glass Lewis will announce on Monday a date and time for a conference call later this week so that companies, investors, and other stakeholders can ask questions, so stay tuned!