Clifford Chance

Glass Lewis Issues Proxy Voting Policy Update for the 2025 Proxy Season

December 10, 2024

Glass, Lewis & Co., one of the largest proxy advisory firms in the United States, has released its updated benchmark policy guidelines, available here. These guidelines will apply to annual shareholder meetings of U.S. public companies held on or after January 1, 2025. As described in more detail below, these updated guidelines include a new section on board oversight of artificial intelligence and provide an updated section addressing change-in-control provisions for executive compensation. In addition, they include clarifications to existing policies regarding reincorporation proposals, executive pay programs, and board responsiveness to shareholder proposals. Policy changes reflected in these updated guidelines should inform proxy drafting and shareholder engagement for the upcoming annual meeting season.

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