Russell 3000 companies: $3,500 This service provides another outlet for issuers to reach their investors and refute a proxy advisor recommendation and analysis. The most comprehensive solution to manage all your complex and ever-expanding tax and compliance needs. 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. I^NNfH
Yes. REUTERS/Regis Duvignau. 
Therefore, we believe that the RFS service will appeal to a relatively narrow group of companies that meet the following criteria: In the current proxy year, Glass Lewis has issued an adverse vote recommendation on one or more management proposals and management believes such vote recommendation is inappropriate and will likely depress favorable votes on the proposal. 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. 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.. %PDF-1.6
%
While the RFS addresses some of the proposed requirements, the RFS service does not fully mirror the proposal, most notably with respect to providing a company the opportunity to provide its feedback prior to the initial publication of the report, as would be required under the proposed rule. We feel this is typically the most effective option, as direct discussions with investors are always more fruitful than reaching out via third party channels. d%*P 0. The feedback will be noted on the front page of each report and linked to the section of the report containing the feedback statement. The industry leader for online information for tax, accounting and finance professionals. Yes. Close the Future Skills Gap
/& The weekly cap is subject to change depending on the length and complexity of the statements received for any week. Yes. 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. Reports
However, this can be time intensive to draft and may unnecessarily draw attention to an adverse Glass Lewis recommendation or analysis that otherwise certain investors may not have seen. The RFS submission must be in PDF format, with signature included, on the letterhead of the submitting issuer or proponent. de3 G2|V#gA[D%?&l<6j]u//-Wy]l]\wLkfS+e)vei*AEI0D4edYVV6+}uL6{]4Z=Q[%.wEN_z|2iPV5 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. 
A public company must pay the following fees to participate in the RFS service: Fee to purchase Glass Lewis report on companys proxy proposals: The RFS must be on the letterhead of the company or proponent, signed and submitted via PDF. The right to submit a RFS is included in the cost of the initial purchase of the underlying report and does not incur an additional fee. All rights reserved. Rj$=v04_5-&>:RoJvXkBpI&`d Z_+{35GqX?^]R5LK3MF>qF!Kc[0_|p n|n9[:4ft3ns8B87"_?@PjdoquwV[VkQM~ jz[[;+ J} >1^ General Disclaimer
Although the new Glass Lewis process meets one key principle of the SEC proposed rules by permitting acompany response to be included in the voting advice, it lacks additional key aspects of the proposed rules that may be crucial for companies in contested voting situations. 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. L2^|,SfX0q\Fv))fwL)Y'+
%kz;JL
DkhU-cvFu_dbr:S]*%|Mk@jURdRm1@S\mO-H)"jq\]S
exclude statements that defame, disparage, disrespect or offend Glass Lewis, its subsidiaries, owners, and employees, or any third party. Build a Future-Ready Boardroom
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. 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. We doubt many companies will utilize the RFS service. 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. Glass Lewis will develop a response to comments and issues raised in a companys RFS. The proxy advisors latest update came on April 2, 2020, with the announcement that unedited company feedback on its research will now be included with all proxy research papers and delivered directly to voting decision makers at every investor client.. Let us know how we can help and a member of our team will be in touch shortly. The following Q&As describe the key elements of Glass Lewis RFS service: A company must submit a Report Feedback Statement within four business days following Glass Lewis publication of the companys Proxy Paper report. The announcement follows on the heels of a recently proposed SEC rule which, if implemented, would, among other things, require proxy advisory firms to provide companies with an opportunity to review proxy voting advice in advance of dissemination and request that the proxy advisory firm include with its research report a hyperlink to the companys statement in response to the voting advice.2 The comment period for the proposed rules ended on February 3, 2020, and while they were generally received favorably by issuers, they were heavily critiqued by proxy advisory firms, including Glass Lewis, as well as shareholder rightsadvocates.3 Key differences between the proposed rules and the new Glass Lewis policy are described below. All personal information is collected and used in accordance with our privacy statement. 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. Lake Forest, IL 60045 Attorney Advertising. The complaint is available here. 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. 6YaWgFC]i@2ff{ESoyJ,hLE$DPp@.-)lg]~m&|9PEb'RoZNLk&F5FB"FLB|*xx`Lg
j##z=2[a;fj-Yfxy:}(G#L"w(]=cpw1V@8!zE5I%Ch8c1/fK!F kD=AFT%?!/X lu4!bWDKX 7jr
w%P^\KIy.jz6J5& O{>p Issuers who may want to use the RFS service in connection with a 2019 annual meeting should sign up immediately for Glass Lewis' Issuer Data Report service if they have not already done so, as this must be done at least 30 days in advance of an issuer's annual meeting date. 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. There would be no additional fee to submit a statement, but if a company declines to submit a statement at the time of purchasing a report, it will be charged a separate fee if it later decides to submit a statement. The fee to purchase the Glass Lewis report is nonrefundable, even if a company decides not to submit an RFS. 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. Prior results do not guarantee a similar outcome. 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. 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. SEC Proposes Rule Amendments to Enhance Regulation of Proxy Advisers, SEC Issues Guidance on Proxy Advisory Firms. However, Glass Lewis will have the final word regarding any company feedback. Build the strongest argument relying on authoritative content, attorney-editor expertise, and industry defining technology. Our Standards: The Thomson Reuters Trust Principles. 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. instructions how to enable JavaScript in your web browser, Gain strategic advice for a merger or acquisition, Distribute communications to shareholders, Help your owners update and reactivate their accounts, Locate owners of uncashed checks and other dormant accounts, Manage your unclaimed property reporting needs, Clean up your register after a corporate transaction, Reduce shareholder and proxy-related costs. Glass Lewiss comment letters are available here and here; ISSs comment letter is available here. Aon group companies will use your personal information to contact you from time to time about other products, services and events that we feel may be of interest to you. OzR[AI]l]{b`++c^FOF=tJ['! Client Alerts. Stay the course and do nothing We dont usually recommend this option when a client is faced with a negative vote recommendation from a proxy advisor, though it may be the prudent choice at times. 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. 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.