Proxy Advisors Update 2024 Voting Guidelines

Glass Lewis has expanded its policy to apply to S&P 500 companies operating in certain industries specified in the guidelines where the Sustainability Accounting Standards Board has determined that the companies' greenhouse gas emissions represent a financially material risk (generally these are concentrated in transportation, energy or materials production), and companies where it believes emissions or climate impacts, or stakeholder scrutiny of these issues, represent "an outsized, financially material risk." Glass Lewis has updated its commentary on the utility of clawback provisions, noting that they should be used by companies not only in the case of financial restatements, as provided under the securities exchanges' listing requirements and Securities and Exchange Commission (SEC) rules, but also where there is "evidence of problematic decisions or actions, such as material misconduct, a material reputational failure, material risk management failure or a material operational failure." Glass Lewis has added a section voicing support for the adoption and enforcement of minimum share ownership requirements for executives, which should be disclosed in a company's Compensation Discussion and Analysis section of its proxy statement. Glass Lewis will evaluate other types of interlocking relationships (for example, family members of executives) on a case-by-case basis to determine potential conflicts of interest.