Glass Lewis released their updated proxy voting policies for shareholder meetings held on or after January 1, 2020. These revised policies have important implications for companies preparing for the 2020 proxy season.

Key takeaways are the focus on increased disclosure so that shareholders may make informed decisions and maintaining a responsive and engaged board. The updates to Glass Lewis’ proxy voting policies for 2020 relate to:

• Compensation
• Governance
• External auditor fee disclosure

The changes are as follows:

1. Compensation related updates:
   1. May recommend Against Say-on-Pay proposal if a company does not provide shareholders with meaningful explanation of engagement activities and specific changes made in response to shareholder feedback in the year following low shareholder support for the proposal. In particular they expect a greater degree of engagement, disclosure and change for a persistent or severe say on pay issue.
   2. May recommend Against all members of the Compensation Committee if the board adopts a Say-on-Pay frequency that does not receive majority shareholder support.
   3. Clarified that contractual agreements that include excessive severance payments, new or renewed single-trigger change-in-control arrangements, excise tax gross ups and multi-year guaranteed awards will be viewed negatively.  They view not renegotiating unfavorable terms at renewal a “missed opportunity.”
2. Recommend Against Chair of the Governance Committee if:
   1. Director attendance at board or committee meetings is not disclosed or vague; or,
   2. A company omits a shareholder proposal in instances where the SEC has not explicitly concurred with a company’s argument (either in writing or verbally; if verbal, a company must disclose this no-action relief)
3. May recommend Against Chair of the Audit Chair if external auditor fees are not disclosed

For further details on the updated policies for 2020, please visit: https://www.glasslewis.com/wp-content/uploads/2018/10/2019_GUIDELINES_UnitedStates.pdf