When to engage.
Glass Lewis typically meets with companies outside their solicitation period; however, if one of our analysts needs a clarification on a particular issue, they will contact the company or accept a request for a call during the solicitation period as long as the discussion is confined to publicly available information. Outside the solicitation period, our analysts are open to engagement meetings with issuers. However, they are generally not available for such meetings during peak proxy season periods when providing timely research for investor clients is the top priority. Peak proxy season periods vary by region, though most countries’ peak annual meeting season is March-June.
Who should engage.
Depending on the nature of the issues subject to discussion and to ensure a constructive discussion, Glass Lewis will ensure that the analysts who meet with company executives and directors have the requisite experience and responsibilities for the specific topics to be discussed, such as remuneration or ESG risks. We encourage companies to also include appropriate personnel in such engagements. Furthermore, since non-executive directors are the elected shareholder representatives, we have found engagement is often more productive when independent directors play an active part in the discussion.
Reviewing additional disclosures and potential errors/omissions.
Through the Issuers section of Glass Lewis’ public website, issuers and their representatives can contact us to request a meeting, receive an alert that the Glass Lewis Proxy Paper report for their company has been released, provide notification of a supplemental or amended filing or report purported factual errors/omissions. All inquiries are tracked to ensure a timely and appropriate response. If a company updates its proxy materials or notifies us of a purported factual error/omission, we will consider whether a revision to the report is appropriate. When a report is revised, we will explain the nature of all revisions in a note in the report and notify clients via email of the revised report.
M&A, contested meetings and special situations.
For these types of meetings, Glass Lewis may engage with an issuer or shareholder during the solicitation period, if such dialogue will lead to a better understanding of a party’s position regarding certain issues, thus enhancing our report. Since the issuer’s or proponent’s definitive filing or notice of meetings is often just the start of multiple filings by issuers and the dissident shareholders, we will review all publicly released materials in conducting its ultimate analysis and accompanying recommendation.
From time to time, Glass Lewis will host “Proxy Talk” conference calls to facilitate an in-depth discussion of a specific meeting, proposal or issue. Glass Lewis clients are able to listen to the call and submit questions, with representatives from our research team serving as moderators. Proxy Talks on specific proposals or individual meetings are held prior to the publishing of the Glass Lewis research report in order to glean additional information that may be considered as part of the analysis.
Typically, calls are held so the participants (e.g., company representatives, directors, dissidents and shareholder proposal proponents) have an open forum to provide further rationale on specific issues. This has proven to be an effective way for companies to reach institutional shareholders directly, empowering clients with more information while providing an opportunity to pose questions directly to company executives and directors as well as shareholder proponent and dissident nominees in contested elections. Proxy Talks are recorded and available on our website.