Glass Lewis has released updated guidelines for its policy on various types of shareholder initiatives as a follow-up to its announcement last month that it may, in limited circumstances, recommend against directors for excluding a shareholder proposal based on SEC permission,
Diversity. Glass Lewis notes it will generally support proposals requesting additional disclosure on the diversity of the workforce as well as details on how companies are promoting diversity within the workforce. In addition, Glass Lewis will consider supporting proposals requesting more disclosure on gender pay equity where they feel the company has not adequately addressed the issue or such inattention presents financial or operational risk.
- ESG Oversight. Glass Lewis will identify which board committees are responsible for oversight of ESG issues (as well as companies where no such oversight is specified) and vote against them where it believes ESG risks have not been managed sufficiently well for the benefit of shareholders. Specifically, "Glass Lewis evaluates shareholder resolutions regarding environmental and social issues in the context of the financial materiality of the issue to the company’s operations" and conducts the analysis according to the standards of the Sustainability Accounting Standards Board.
- Clawbacks. Glass Lewis will consider supporting resolutions asking for expanded clawbacks policies to include reputational and financial harm.
- Accelerated Vesting. Proposals that prohibit accelerated vesting upon change-in-control without termination (single trigger) unless there is a double trigger policy in place.
- Equity Holding. Proposals that require executives to retain a significant portion of shares until or after termination.
- Golden Coffins. Proposals that prohibit or require shareholder approval of posthumous unearned or unvested awards.
- Hedging. Proposals that request adoption and disclosure of anti-hedging policies.
- Tax Gross-Ups. Proposals that prohibit tax gross-up payments other than those applicable to management employees generally such as relocation or tax equalization for expatriates.