On November 13, 2015, Glass, Lewis & Co. (Glass Lewis) released its 2016 proxy season guidelines. Noteworthy revisions, which are discussed in more detail below, relate to:

Glass Lewis has identified which factors it will consider when analyzing and determining whether to support conflicting management and shareholder proposals, including:

For more information on shareholder proposals, see Practice Note, How to Handle Shareholder Proposals.

Glass Lewis has replaced its policy of recommending that shareholders vote against the chair of the nominating and governance committee of companies that include exclusive forum provisions in their governance documents in connection with an initial public offering (IPO). Instead, Glass Lewis will evaluate an exclusive forum provision in an IPO company’s by-laws in conjunction with other provisions that it believes will unduly limit shareholder rights, including:

However, Glass Lewis has not revised its policy of recommending that shareholders vote against the chair of the nominating and governance committee of companies that adopt an exclusive forum provision without shareholder approval other than in connection with a spin-off, merger or IPO.

Glass Lewis has:

This policy is based on Glass Lewis’ belief that the identification, mitigation and management of environmental and social risks are integral components of an evaluation of a company’s overall risk exposure. More specifically, Glass Lewis believes that:

Glass Lewis will recommend that shareholders vote against directors responsible for risk oversight in situations where the board or management has failed to identify and manage environmental or social risks that could negatively affect shareholder value.

Glass Lewis has revised the guidelines to clarify that it may consider recommending that shareholders vote against the chair of the nominating and governance committee where the failure of the board of directors to ensure that it has directors with relevant experience (either through periodic director assessment or board refreshment) has contributed to a company’s poor performance.

For more information on nominating and governance committees, see Practice Note, Corporate Governance Standards: Nominating and Corporate Governance Committee.

In 2016, Glass Lewis may note as a concern situations in which directors serve on more than:

In 2017, Glass Lewis will generally recommend voting against any director that exceeds these thresholds. Glass Lewis’ voting recommendations in 2016 will continue to be based on its existing thresholds of:

Glass Lewis provided additional information regarding: