Proxy Advisor Policy Updates for 2019 (Nov. 2018)

Institutional Shareholder Services (ISS) and Glass Lewis have released their voting policy updates for 2019, which will take effect for annual meetings beginning on Jan. 1 (Glass Lewis) and Feb. 1 (ISS). ISS has also published a preliminary FAQ on compensation policies with a final version coming in December.While many of the revisions simply elaborate on the proxy advisors’ existing guidelines and practices, several bear close attention. These include stricter policies on board gender diversity, virtual-only meetings, and excessive non-employee director (NED) compensation, some of which were announced last year but will be applied for the first time in 2019. In addition, the proxy advisors are taking a critical view of boards that sponsor proposals to ratify existing charter or bylaw provisions in order to block shareholder resolutions.