Glass Lewis Shares Views on Proxy Access Proposals

February 6, 2015

Glass Lewis, a prominent proxy advisory firm, has now added its views to the proxy access battlefront. As readers may recall, activist shareholders have launched a national campaign to submit proxy access proposals to public companies, which would enable certain shareholders to nominate directors using the company’s ballot. In January, the SEC announced that it will “express no views” this proxy season on whether a shareholder proposal, including a proxy access proposal, can be excluded because a management proposal on the same issue conflicts with it. As a result, companies must choose at their peril whether to exclude a proxy access shareholder proposal when management has an alternative proposal. Glass Lewis has blogged that it will treat proxy access proposals using a “case-by-case approach to evaluating management and board responsiveness to shareholders in general.” In particular, Glass Lewis will review alternative management proxy access proposals submitted to shareholders in lieu of or in addition to a shareholder proposal “based on the specific facts and circumstances of the company and its actions” and “will analyze the reasonableness and proportionality of the company’s response to the shareholder proposal.” In some instances, Glass Lewis may recommend against certain directors if a management proposal varies materially from a shareholder proposal without sufficient rationale. Read the Glass Lewis blog.

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