Engagement Meeting Terms and Conditions
Last Updated: November 17, 2023
PLEASE READ THESE ENGAGEMENT MEETING TERMS AND CONDITIONS CAREFULLY.
These Engagement Meeting Terms and Conditions govern all participation in Engagement Meetings with Glass Lewis*.
ENGAGEMENT MEETING TERMS AND CONDITIONS
These Engagement Meeting Terms and Conditions (“Terms and Conditions”) shall govern any and all meetings and discussions between Glass Lewis (namely, its research analysts) and public companies, their representatives, shareholders (whether proponents or dissidents), and other stakeholders (each, a “Participant”) to discuss Glass Lewis’ research policies and methodologies, and such Participant(s)’s respective views on corporate governance practices (each such meeting, an “Engagement Meeting”). Participant’s acceptance of these Terms and Conditions shall be deemed by Participant’s request to participate, or Participant’s actual participation, in an Engagement Meeting, whichever occurs first.
In consideration for Glass Lewis agreeing to this meeting, Participant represents that it has read and understood Glass Lewis’ Engagement Policy, as may be updated from time to time in Glass Lewis’ sole discretion and which is incorporated herein by this reference and made a part hereof; and, if Participant is requesting and/or participating in an Engagement Meeting, and agreeing to these Terms and Conditions, on behalf of a company or other legal entity, Participant is an authorized representative of such company or legal entity and Participant’s acceptance of these Terms and Conditions indicates such company’s or legal entity’s consent to be bound hereto. Participant further warrants that it shall make any company or legal entity that Participant represents, whether directly or in a third-party capacity (e.g., as compensation consultant), as well as all individuals who will be attending the Engagement Meeting on Participant’s or such company’s or legal entity’s behalf, aware of these Terms and Conditions, and each party’s respective rights and obligations contained herein, prior to the Engagement Meeting. These Terms and Conditions shall supersede any and all prior or contemporaneous understandings, arrangements, or agreements between Glass Lewis and Participant with respect to the subject matter hereof.
- Participant understands that Glass Lewis’ research analysts do not provide advisory services to companies or other stakeholders, and that no opinion or statement made by any Glass Lewis representative constitutes either advice to Participant, a preview of Glass Lewis’ analysis, or any commitment on Glass Lewis’ part as to what it will recommend on any issue.
- Participant understands that Glass Lewis’ research analysts will not make any representation or promise regarding Glass Lewis’ assessment of compliance with Glass Lewis’ benchmark policy guidelines**. Further, while in certain situations, Glass Lewis may be representing the views of certain of its institutional clients during an Engagement Meeting, Glass Lewis’ research analysts are not enabled to engage on behalf of any individual Glass Lewis client and will not provide any information about the potential vote under any such clients’ custom proxy voting policies, which Participant understands often differ from Glass Lewis’ benchmark policy guidelines.
- Participant understands that Glass Lewis does not provide comprehensive assessments of all concerns Glass Lewis might raise in its research and that failure to mention an issue during an Engagement Meeting has no effect on whether such issue may factor into Glass Lewis’ research or analysis.
- Participant understands that Glass Lewis’ research and recommendations are solely based on publicly available information, and Participant commits not to share any non-public information, material or otherwise, with Glass Lewis’ research analysts as part of an Engagement Meeting or otherwise.
- Participant understands that Glass Lewis or any of its affiliates may use or distribute any of Participant’s statements or other information provided as part of, or developed by Glass Lewis in connection with, an Engagement Meeting in its research reports, its periodic engagement reports to its clients, or for any other business purpose.
- Participant understands that Glass Lewis’ policy is to disclose key details of each Engagement Meeting in the relevant Glass Lewis Proxy Paper research report, which, in the case of a general engagement meeting, will typically be Glass Lewis’ report for the subsequent shareholder meeting. These details include, but will not necessarily be limited to, the name(s) of the Participant(s) represented at the Engagement Meeting, the names and titles of the representatives of each Participant present at the Engagement Meeting, the date of the Engagement Meeting, and a general description of the topics discussed. For Proxinvest Glass Lewis research reports, Proxinvest Glass Lewis will disclose: (i) if any Participant(s) either attended or did not attend the presentation of Proxinvest Glass Lewis’ voting policy at Middlenext and/or AFEP; and (ii) if any Participant(s) requested an Engagement Meeting with a research analyst from Proxinvest, prior to the Participant’s annual general meeting. If an Engagement Meeting took place, the date of such Engagement Meeting will also be disclosed.
- Participant agrees that Glass Lewis may communicate with Participant with regard to products or services of, or other commercial matters related to, Glass Lewis or its business partners. This may include email or other communications and may also include solicitations of Participant’s opinion for market research purposes.