We believe that discussions with public companies, shareholder proponents and other stakeholders, at the appropriate time, can foster mutual understanding and help promote better disclosure. Glass Lewis is neither a shareholder, nor has Glass Lewis been commissioned by any of its investor clients to negotiate on their behalf for specific changes to governance practices or structures at companies through meetings with company representatives or any other stakeholders.
Typically, engagement meetings with subject companies are held between Glass Lewis analysts and representatives of the subject company and focus on Glass Lewis’ research policies and methodologies and participants’ respective views on governance practices. Moreover, when held, meetings with shareholder proponents, dissident shareholders, participants in a “vote no” campaign or M&A transaction, allow each party to not only explain their positions on a particular matter but also provide additional context to Glass Lewis’ analysts by allowing them to hear all sides of the story. Glass Lewis’ research team does not provide advisory services to companies or other stakeholders.
Due to the high level of interest in engaging with Glass Lewis, we are unable to facilitate all meeting requests. In order to assist us in prioritizing inbound requests, we encourage interested parties to clearly outline the topics that they would like to discuss, their intended meeting participants, and their availability for a meeting. Glass Lewis will prioritize inbound requests in which the inquirer has included precise details on the topics that it wishes to discuss with Glass Lewis.
Timing of Meetings
Glass Lewis does not typically engage with companies or shareholder proponents regarding issues up for vote during the solicitation period, which begins on the date the notice of meeting is released and ends on the date of the meeting. Meetings may be held during this time period if the discussion takes place in a public forum, is recorded for public access, or relates to a “Special Situation” as defined below and is disclosed in our Proxy Paper, and as outlined in Glass Lewis’ Policies and Procedures for Managing and Disclosing Conflicts of Interest.
Furthermore, Glass Lewis is not available for general engagement meetings related to ESG policies or issues during each markets’ proxy season, when timely research for clients is the top priority. For example, for East Asian, European and North American companies, Glass Lewis does not conduct general ESG engagements between March and July, whereas in Australia, the research team will not hold general ESG meetings from September through November.
Glass Lewis avoids off-the-record discussions with companies during the solicitation period to ensure the independence of advice and to avoid receiving information, including material non-public information, not otherwise available to shareholders. In our experience, companies generally try to use solicitation-period discussions to lobby for support of a recommendation or to seek to learn what changes Glass Lewis requires in order to win support for items up for vote.
However, Glass Lewis may hold an engagement meeting with relevant stakeholders during the solicitation period and/or proxy season in relation to an M&A Transaction, Contest or Other Special Situation (see Engagement Policy).
Glass Lewis may also engage in formal dialogue with stakeholders during the proxy season but outside the solicitation period under the following circumstances:
- Where a shareholder has submitted a proposal to an upcoming annual or special meeting, or publicly committed to a Withhold or “Vote No” campaign (see “Shareholder Proponents” in our full Engagement Policy). Only in extraordinary circumstances, Glass Lewis may hold engagements with shareholder proponents or parties engaged in a “Vote No” campaign during the solicitation period if we believe that additional information from these parties will serve our analysis of the situation at hand. In this situation, we will generally offer any opposing party an opportunity to present its views;
- In limited cases, at the sole discretion of a Glass Lewis analyst, where an extraordinary and/or high-profile issue requires additional context.
Glass Lewis analysts may contact a company or shareholder proponent for clarification on a factual matter in its public disclosure during the proxy season and/or the solicitation period, without requiring a formal engagement meeting.