Posted by This approach was discussed by SEC Commissioner Elad Roisman at the 2020 Council of Institutional Investors Conference, at which he expressed concerns that contemporaneous company review would be problematic because set-it-and-forget-it mechanisms automatically vote investors shares based on the initial recommendations of proxy advisory firms and, as a result, company feedback may come too late to allow it to be considered.[5]. Newsroom

Once a Glass Lewis report includes a company response, any clients that already downloaded an earlier version of the report will receive an email with the updated research report that includes the company statement.6Glass Lewis notes that such process, while occurring after the publication of the original Glass Lewis report, still allows an investor time to make or change their voting decision. haven south [4] For more information on the SECs proposed rules, see our previous alert memo HERE. notify Glass Lewis of any potential errors or omissions in the Glass Lewis report within two business days of the initial publication of the report, participate in Glass Lewis free IDR program and complete the IDR process prior to the company submitting its RFS, and. The complaint is available here. JetBlue said it disagrees with the Glass Lewis recommendation and said the conclusion "rests on a remarkably superficial regulatory analysis.". x]mq>be)EmEC"e%lR,9Q?>Ow?fHG _MYowM[EtXr%Vnl@j&M*o?#5Me^(7UQc/Ne;LA&_uS}'Z[5C%p6y;x7rm_W_}/\++n'X7u_Pd}~WMUl wo:_~}wpW*CoVoWOm^Hd-v6l^HcZbtMHjT Glass Lewis will then make the feedback available to more than 3,000 individuals/entities who subscribe to Glass Lewis research and voting services in the form of a Report Feedback Statement. I^NNfH Reports Du^BQ!C2|Q4m(YR]NUbOU(?)%LCx^$^aV`V}RnNXKQ[&kff MD The price of this ranges from $1,250 to $6,000, depending on market capitalization. To use information contained herein, please write to our team. Although the RFS service does not allow public companies to engage Glass Lewis, the service provides public companies an outlet to respond to Glass Lewis vote recommendations and potentially persuade investors to support their proxy proposals. We understand that subscribers will have the ability apply the $2,000 subscription fee as a credit towards any other Glass Lewis services or products if they decide not to submit an RFS after subscribing for the service. It will not be available for special meetings, including proxy contests, consents, mergers and acquisitions. LmBQD ),M+jkK\xYv:ly=eE" wiv+}@{rLw?9,1SLK!vHk@ NMX %qT6Cr6,\hX1];.$Cr^S\WL 5PqZf# u>Ud]o]fSQYI)>0&(!zz[-x maXj- consult with legal counsel to ensure the submission of its RFS complies with Regulation FD and any other regulatory requirements applicable to the company and its disclosure of information. SEC Proposes Rule Amendments to Enhance Regulation of Proxy Advisers, SEC Issues Guidance on Proxy Advisory Firms. [6] Glass Lewis has not yet made clear the order of presentation of company and proponent comments if both are submitted. As an alternative to using the RFS service, we anticipate companies that choose to respond to an adverse vote recommendation from Glass Lewis and/or ISS will continue to do so through a supplemental proxy filing or by engaging directly with their largest institutional shareholders. QF8fYI8#S ac,e+k S?r:N&jnQh{k*/.@=N+S`=,\AYxv{-dhnohV9hM.NEk,_%>7at ff mFD8a/Y,RF`)&6-6d!-T"Pv}> U_i)jb/5mJ>e.Y h'8z319tl>G $jxp5v` 141 0 obj <>stream Editing by Mark Potter and Matthew Lewis, Renewables firm Opdenergy makes steady Madrid debut, Competition watchdog clears BT joint venture with Warner Bros Discovery, Analysis: Ukraine war rekindles Europe's demand for African oil and gas, Factbox: Amazon's healthcare journey, from telehealth to cancer research, Amazon strikes $3.5 bln deal for One Medical in long march into U.S. healthcare, See here for a complete list of exchanges and delays. [4] The SEC final rules have not yet been issued, and it is unknown how closely they will follow the proposed rules. hJ1_d2JzACJ}{g7UTlJsLL2CAI8g$2L9JHDAJPaCF&P`lB8Eo07_uOXcK? 2020 White & Case LLP, Glass Lewis Announces that Companies May Now Provide Response Statements for Inclusion in the Proxy Advisory Firms Voting Recommendations. Browse an unrivalled portfolio of real-time and historical market data and insights from worldwide sources and experts. Infographics This second statement must be received within two business days following the publication of the revised Glass Lewis research report.

If you have questions about Glass Lewis' RFS service,please emailinfo@georgeson.comor call 212 440 9800., [1] Issuers and proponents each may submit one RFS per company annual meeting, except that if a company makes an additional public filing that causes Glass Lewis to materially revise its Proxy Paper report, Glass Lewis may allow the company to submit one additional RFS for an additional fee within two business days following revision of the report., [2] Information available as of April 5, 2019.. The RFS service is part of a broader evolution of Glass Lewis interactions with public companies, which include its direct engagement with companies outside of the proxy solicitation period, its IDR program and its portal for reporting errors and inaccuracies in its reports. Upcoming Events and Webinars Over the last few weeks, Glass Lewis has been busy modifying its policies and practices in response to the rapidly evolving COVID-19 pandemic and its impact on people and the workplace. Our Standards: The Thomson Reuters Trust Principles. Many companies may find this feature unappealing, along with the lengthy list of requirements that must be satisfied for participation in the RFS service. Meridian Comments. Accelerate Your Workforce into the Future The weekly cap is subject to change depending on the length and complexity of the statements received for any week. Join Our Mailing List. Reuters provides business, financial, national and international news to professionals via desktop terminals, the world's media organizations, industry events and directly to consumers. No one should act on such information without appropriate professional advice after a thorough examination of the particular situation. While Glass Lewiss new process is similar to the proposed rules in that it allows a company to provide a response as part of the proxy advisory firms voting advice, there are key differences as follows: In light of these differences, Glass Lewiss announcement serves as yet another move in the tactical debate over the appropriate role and services that proxy advisory firms should provide in the annual meeting process. exclude comparative analysis between the research published by Glass Lewis and the research published by another proxy advisor, exclude statements that exclusively identify factual errors in the Glass Lewis report (as Glass Lewis has a separate mechanism for reporting such errors), and. A logo of low cost carrier Spirit Airlines is pictured on an Airbus plane in Colomiers near Toulouse, France, November 6, 2018. Subscribers to the original Glass Lewis report will be directly notified and emailed that the RFS is available on Glass Lewiss platforms. Targeted shareholder outreach We regularly assist clients with shareholder outreach, helping to identify key issues and craft messaging to effectively engage shareholders. [3] Glass Lewis Launches Report Feedback Statement Service, available at https://www.glasslewis.com/glass-lewis-launches-report-feedback-statement-service/. Investors will be notified immediately, allowing them to review and consider the information in a timely manner to make any necessary changes to their voting decisions ahead of the scheduled meeting date. Contact information allowing investors to follow up with the company or shareholder proposal proponent must be included. The 2019 proxy season will serve as a pilot for the RFS service, which Glass Lewis will make available to a limited number of U.S. public companies. [5] Commissioner Roismans remarks are available HERE. /& q{TfumNs\]nlyw8Sk Report Feedback Statement (RFS) service for the 2019 proxy season. Close the Future Skills Gap Additionally, at least 30 days before its annual meeting, a company must enroll in Glass Lewis free Issuer Data Report (IDR) program and complete the IDR within two days of publication of the Glass Lewis Proxy Paper report. To be a RFS service participant, a companys original meeting materials must have been disclosed at least twenty-one days before the relevant meeting. In order to be considered eligible to deliver your companys unfiltered opinion on Glass Lewis proxy research reports, you must satisfy the following criteria: For additional details, Glass Lewis has developed a Report Feedback Statement webpage with Q&As about the process. Glass Lewiss comment letters are available here and here; ISSs comment letter is available here. Glass Lewis will develop a response to comments and issues raised in a companys RFS. In addition, in the case of issuers only, to use Glass Lewis'RFS service issuers must: Address any factual errors or omissions within the Proxy Paper within two business days of publication of the initial Proxy Paper report. Aon plc. Glass Lewis' report was published days after its larger rival Institutional Shareholders Services urged Spirit shareholders to vote against the deal because Spirit had failed to negotiate a break-up fee. New Disclosure Rules Bring Increased Transparency to Human Capital Management, The Spotlight: Setting the Bar for Proxy Disclosures with Glass Lewis, ISS Releases Policy Updates Covering Board Diversity and Accountability, ISS Informs S&P 500 Companies That It Wont Provide Draft Reports Prior to Publication, ISS Launches Open Comment Period for Potential 2021 Policy Updates, ESG Groups Form Partnership to Create Framework for Corporate Disclosure of Sustainability Metrics, New SEC Rule Requires First-Time Disclosure of U.S. Companies Human Capital Management, New SEC Rules Could Alter the Proxy Voting Process; Heres What Companies Should Know, Todays Crises Will Test Corporate Boards; Here Are Five Ways to Build Resiliency. it}75x!thda4`$|M_VE]4!VspG+OUa|~ Although a RFS is addressed to Glass Lewis and is not sent directly to shareholders by a company or proponent, the purpose of the RFS is to respond to Glass Lewiss report with a companys unedited opinion with respect to the underlying proposal. While the deadline for submission of an RFS will be dependent upon Glass Lewis'publication of the relevant Proxy Paper report, issuers and proponents who already know they want the ability to submit an RFS may subscribe now for the service to effectively reserve one of these 12 weekly spots. Glass Lewis wrote that JetBlue had not made a "sufficiently compelling case to warrant overriding the board's determination" and that the Frontier offer would have an easier path to closing than the JetBlue offer. The RFS may include only discussion of differences of opinion that issuers or proponents have with Glass Lewis' research. identify the names of shareholder proponents in the company proxy for any shareholder proposals up for vote at the relevant meeting. j[S3 ZoD}Xq?B Z0'(hi(j/lxP^ n: T}ll@g Rv_06E*1#T|C8s:h=?1f5 3R8&&XiGe;pY826 9[*HiaW;IwM:@uRri]OPq}.8(1gp|Gtxbpb`~E"_7vzFC)%},;IzdLqPi M6n qA]0r)k. %G\6qjk85U(((9aBT&[TtF=-f!-V8GtZoC^* +k%P%SBpQijsX>&{1H 6-,t1lfU4+}b#-Wg\YY7oVf5}2D|f 9@8Zv=9dNw!P&KwAd4kY7-.%Ln[ 'f3@2vjnH`wL\Yl%n$!\]"ej^tl%vJl>pZc-gH]LehMW}\ pt&m0.a9x@|`3?gzLx((rDL[w*?`}%}}b3l7wp*r dxXe2n04w]\F1.Wt1.aFX|+GTFD7nr For purposes of the RFS service, U.S. companies are those who file as domestic registrants with the U.S. Securities and Exchange Commission. hVn6^-HE>8XE.J[)rHJRFJ))W{HQT&rTI+v(ze;qD=)Br[E aK'dIy3}7{,>Vfz&~lZ1OE}8MUbI{1WMT+TYss;VNA0t9M@dIq2io3xwf ,5 *"@ Let us know how we can help and a member of our team will be in touch shortly. All rights reserved. [2] ISS currently provides a limited number of companies, only those in the S&P 500, the opportunity to review materials and present factual corrections or comments. Cleary M&A and Corporate Governance Watch, Glass Lewis Expands Report Feedback Statement Service, The SEC Backs Off on Proxy Advisory Firms, Virtual Shareholder Meetings now Permanently Permitted in NY, SEC Provides New Guidance on Shareholder Proposals Likely To Limit Companies Ability To Exclude Environmental and Social Proposals, https://www.glasslewis.com/report-feedback-statement-included-with-research/, https://www.glasslewis.com/glass-lewis-launches-report-feedback-statement-service/, Office of the Delaware Secretary of State. Ensure you have purchased the relevant research report directly from Glass Lewis (shareholder proponents can also provide a report feedback statement, permitted that the proponent purchases a copy of the report directly from Glass Lewis), Clearly identify the names of shareholder proponents in the company proxy for any shareholder proposals that are discussed in their Report Feedback Statement (RFS) for the relevant meeting, and. }V(Q5U%g2*)_.>bMO/]6-zWiNqLbb ('9vN5-831aWOC9.8~aj&G/;``Zb,09j6}0z|A( {1W4>ku*jaS /v%5fO+V%|jeDC\/oqev]1|&| i`V}[8xdR>Jz!xoWn(|bGs:vZ/tBTO_JIr-76wlkS2tGC/oQzGaJuiQC7 The Client Update is prepared by Meridian Compensation Partners Technical Team led by Donald Kalfen. Glass Lewis Will Incorporate Unedited Company Feedback into Proxy Voting Reports, For additional details, Glass Lewis has developed a Report Feedback Statement, To learn more about Glass Lewis policy change or other corporate governance questions, please reach out to one of the authors or write to, Accelerate Your Workforce into the Future. The information contained herein and the statements expressed are of a general nature and are not intended to address the circumstances of any particular individual or entity. After receiving the report, the company or shareholder proponent has up to seven days to submit a RFS.

In addition, the submissions must comply with specified terms and conditions, including Glass Lewis'. Specifically, Glass Lewis clients that have already downloaded the Proxy Paper report will receive an email with the RFS (and any Glass Lewis response thereto). Glass Lewis recently launched a pilot of its new Although Glass Lewis has framed this as being free, the service is only provided to issuers who have purchased a copy of the Glass Lewis research paper directly from the proxy advisor. [3] The recent announcement broadens the service, which will now be available for all annual and special meetings and allow both companies and shareholder proposal proponents to submit statements. As noted above, the recent expansion allows shareholder proposal proponents to take advantage of this service as well as companies. Donald Kalfen on April 2, 2019 in The IDR program provides a company the opportunity to correct errors found in some of the data that Glass Lewis includes in its company report.

This report is a publication of Meridian Compensation Partners, LLC, provides general information for reference purposes only, and should not be construed as legal or accounting advice or a legal or accounting opinion on any specific fact or circumstances. _}nIG^NIG Aj7 Dj9X)v1_Ekc7]e605t^^?oz/qNUQr0e jhm:TTaidQN1LM6y}m!o&#|hWwy^g] 4qV4K#"Gx,GjUK AR'6B13N-O-xUiLTy?3yjKxg9; \6\ttR3zvH*7>fjHjD Offer disclosed meeting materials at least 21 days prior to the relevant meeting. REUTERS/Regis Duvignau. The submission must include contact information to enable investors to follow up with the organization as needed. This service presents an opportunity for activists to highlight their case. As a result, we think in almost all circumstances it will be considered to be additional soliciting material that must be filed with the SEC. Yes. [8] Because a RFS is likely soliciting material, it is also subject to other proxy rules, including the anti-fraud provisions of Rule 14a-9. To submit feedback to Glass Lewis for inclusion, a company will have up to seven days following the initial publication of the proxy advisors research report and no later than 14 days prior to a companys annual meeting. A#q:SsQUq3 j)JG=p|QA"5o5Dtv'X 05c62-|y[*ZVl';^rhYXRH(Bqezjof+T-.I)6L '{:V^6_>K Wx o'?\E=_R]/5_)^3-UnAO3jK6O CX*b3Y*Pr(X=-?RvJ3kf3nLs?m;\$6'sHu8lwC5E%S 9\/"k[\d-j?3! Screen for heightened risk individual and entities globally to help uncover hidden risks in business relationships and human networks. Newsletter 5 If a company makes an additional public filing that results in a material revision to Glass Lewis research report, the company will be permitted, at Glass Lewis discretion, to submit an additional report feedback statement, for a nominal distribution fee. A company or shareholder proposal proponent interested in commenting must first purchase the relevant report directly from Glass Lewis. As noted above, this should be done through Glass Lewis' website using its existing process, not through the RFS service. Filing supplemental proxy materials The advantage to this is the breadth of the audience, which includes all investors and not just Glass Lewis clients. The report, which helps guide investors on how to vote on the proposed merger, comes only hours after Frontier said it agreed to a break-up fee as part of a revised deal the companies hope Spirit shareholders will support. endstream endobj 142 0 obj <>stream Unlike Institutional Shareholder Services (ISS), whose vote recommendations (particularly on Say on Pay proposals) often have a material impact on voting results, Glass Lewis typically has less impact on vote results. exclude statements that defame, disparage, disrespect or offend Glass Lewis, its subsidiaries, owners, and employees, or any third party.

This expansion follows rules proposed by the Securities and Exchange Commission (SEC) late last year that would require proxy advisory firms to solicit company feedback before publishing its recommendations, provide a hyperlink to the company statement and include disclosures of conflicts of interest. If you do not wish to receive these communications, please check here: Reimagine Your Workforce Strategy By subscribing to the RFS service, U.S. issuers and proponents of shareholder proposals put forth at annual meetings of U.S. companies who wish to "express their differences of opinion with Glass Lewis analysis," may for a fee of $2,000 per RFS comment directly on Glass Lewis' proxy voting recommendations. Reuters, the news and media division of Thomson Reuters, is the worlds largest multimedia news provider, reaching billions of people worldwide every day. Under the pilot program from March through May 2019, Glass Lewis will cap the number of U.S. public companies that may participate in the RFS service at a maximum of 12 companies and/or shareholder proponents per week. The RFS service was first introduced during the 2019 proxy season as a pilot program for a limited number of annual general meetings of U.S.-listed companies. That, of course, is a positive; however, there are other considerations that we recommend companies think about before immediately putting in the time and effort of providing this feedback statement to Glass Lewis. The RFS service has only been available since March 13th, and to date we are aware of only one RFS submission.[2] Terms of Use

Companies will want to carefully consider not just the timing and content of a potential RFS, but also whether a supplemental press release or other communication may be appropriate to convey responsive information that does not fit squarely within the RFS guidelines. hVMK@+dg?fw`%'AACvSTS^{3X(hMc` `` QGUp 2 A companys solicitation period begins on the date the company sends notice of its annual meeting to shareholders and ends on the date of the meeting. In addition, because the company statement would likely be considered a solicitation under the federal proxy rules, the company would need to file its statement (without the proxy advisors voting advice) as additional soliciting material with the SEC, by the date that Glass Lewis first publishes or sends its advice to its investor clients. However, companies and shareholder proposal proponents must limit their comments to Glass Lewiss report and cannot respond to the other partys RFS. de3 G2|V#gA[D%?&l<6j]u//-Wy]l]\wLkfS+e)vei*AEI0D4edYVV6+}uL6{]4Z=Q[%.wEN_z|2iPV5 Questions regarding this Client Update or executive compensation technical issues may be directed to Donald Kalfen at 847-235-3605 or dkalfen@meridiancp.com. To pass muster with Glass Lewis, an RFS and the submitting company must meet the following requirements: be submitted under the companys letterhead and include contact information to enable investors to follow up with the organization. 1 RFS services will also be available to shareholder proposal proponents. Enable the Future of Pay See here for a complete list of exchanges and delays. B/Q`z{z~- ) =SN_|}=EvZom9cBh$_cDw3~]m0zH(AxE;D:GFYp'K'[ mk]F4 `$

Glass Lewis seems to be trying to counter some of the criticisms that public companies and business organizations have raised about proxy advisory firms at a time when regulation of the proxy advisory firms appears imminent. All rights reserved. Radford Data & Analytics Computershare Limited 1996 - 2022. d%*P 0. Management believes that submitting a Report Feedback Statement is the best and most efficient manner in which to rebut an adverse Glass Lewis vote recommendation. However, this client update solely discusses the applicability of RFS services to public companies. Proponents that beneficially own more than $5 million of the relevant underlying stock will similarly likely need to file a Notice of Exempt Solicitation pursuant to Rule 14a-6(g), and proponents with lower ownership may file such notice if desired pursuant to SEC guidance. Rethink Location Strategy, Articles We invite you to learn about what makes Meridian different. The RFS will not be available to organizations that are not Glass Lewis clients, including the media. include only publicly available information. t&%mm^$pXPww6#?[ L1c-(y[- G"^Ab]"UhzV[~j506'j/n9@*[l4Ob'W, !o-}gDO}skW9#m Z>}O7 "TJ6_(]R 6eH:>MT5[~BDG=?W@CtE4TC=fS{ix_#[ va VY?ct>5 ^,e[- The first consideration is the cost. A public company must pay the following fees to participate in the RFS service: Fee to purchase Glass Lewis report on companys proxy proposals: 2022 Meridian Compensation Partners, LLC. It cannot include commentary on the accuracy of any third-party data contained in the Proxy Paper (such as Sustainalytics' ESG information) or the analysis or recommendations or any other proxy advisor. Access unmatched financial data, news and content in a highly-customised workflow experience on desktop, web and mobile.