- Plenty of excitement from last week’s SEC proposals on proxy advisory and shareholder proposals, but let’s be honest, none of those changes will affect 2020 proxy season directly, so it’s business as usual for now. Which means we get ready for the 2020 proxy season the same way – keeping track of the changes to ISS / GL voting policy, then later reviewing each of our large investors’ voting guideline changes. Both ISS and GL now have their policies for 2020 out, with ISS’ coming in earlier this week.
For 2020, ISS, 1) finalizes its board gender diversity policy; it will vote against nomgov chairs and other directors “as appropriate” for non-gender-diverse boards; 2) identifies specific types of independent board chair proposals that it’s likely to support, and 3) as we referenced in the August 2nd Autocorrect, announces it will begin incorporating EVA (Economic Value Added) into its decision-making on pay-for-performance, and mentions an upcoming December white paper that will cover its use. Davis Polk wrap on ISS’ updates is here.
For its part, Glass Lewis 2020 guidelines take on the possibility of the SEC not issuing a NOACT letter around a shareholder proposal, and notes that it will recommend a vote against the nomgov committee members for any proposals that don’t appear in the proxy without a confirmation of verbal SEC correspondence on the proposal. It also adds details on its views on gender pay equity shareholder proposals, and adds descriptions about recommendations against directors on specific committees. Keep these links handy as shareholder proposals come in.