It’s that time again—ISS and Glass Lewis have launched their annual policy surveys, where they seek your feedback on some of their policies. That makes it just right time to get the scoop from this helpful new Cooley Alert, ISS Opens Survey for 2025 Policy Changes; Glass Lewis Seeks Informal Feedback, from our Compensation and Benefits and Public Companies groups. As discussed in the Alert, both surveys address executive comp issues; separately, ISS “focuses more on shareholder proposal-related policies,” and Glass Lewis asks “numerous questions regarding board oversight and performance, including director accountability.” The Alert suggests that the 2025 amendments “may be relatively low impact,” consistent with the “relatively minor policy amendments from ISS and Glass Lewis in 2024.” Be sure to check out the new Alert!
In particular, as discussed in the Alert, both surveys seek “input on whether the policies should be revised to treat time-based equity awards with lengthy vesting periods more favorably than is presently the case.” Separately, the ISS survey seeks input on its poison pill policy, treatment of discretionary incentive awards, workforce diversity, and environmental and social questions, such as disclosure of Scope 3 GHG emissions and climate-related shareholder proposals. The response deadline for this year’s ISS survey is Thursday, September 5, at 5:00 pm EDT.
According to the Alert, the Glass Lewis survey “employs an informal feedback process,” seeking input on executive comp issues such as perks, make-whole grants and median employee pay disclosure. Glass Lewis also requests input on the appropriate level of disclosure for related-persons transactions, board oversight of AI and cybersecurity, and AI risk assessment disclosures, as well as issues related to director accountability and workplace safety. Glass Lewis recommends that feedback be submitted by 8:00 pm EDT on Friday, August 30.
