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Glass Lewis Releases 2024 Proxy Voting Guidelines
Practical Law Legal Update w-041-4146 (Approx. 4 pages)
Glass Lewis Releases 2024 Proxy Voting Guidelines
by Practical Law Corporate & Securities
| Published on 16 Nov 2023 • USA (National/Federal) |
Glass, Lewis & Co. (Glass Lewis) released its 2024 proxy voting guidelines for the US and for shareholder proposals and ESG-related issues.
On November 16, 2023, Glass, Lewis & Co. (Glass Lewis) released its 2024 Proxy Voting Guidelines for the US and for shareholder proposals and ESG-related issues.
For US companies, the 2024 voting guidelines include changes and clarifications on the topics of, among others:
- Material weaknesses in internal controls over financial reporting.
- Cybersecurity risk oversight.
- Board oversight of environmental and social issues.
- Board accountability for climate-related issues.
- Clawback policies.
- Executive share ownership.
- Proposals for equity share awards.
- Interlocking directorships.
- Board diversity.
- Non-GAAP to GAAP reconciliation disclosure.
- Pay versus performance disclosure.
- Company responsiveness to significant levels of say-on-pay opposition.
In addition, Glass Lewis' 2024 Shareholder Proposals & ESG-Related Issues Policy Guidelines includes updates to topics such as:
- Board accountability for climate-related issues.
- The consideration of engagement between companies and shareholder proponents when evaluating shareholder proposals, particularly when disclosures concerning engagement efforts are publicly available or provided in proxy statements.
- Shareholder approval of a company's non-financial reporting.
The updated policy guidelines will apply for shareholder meetings held during the 2024 calendar year.
For more information on Glass Lewis and the role of proxy advisory firms, see Practice Note, Developing Relationships with Proxy Advisory Firms.