Here is our alert penned by Michael Bergmann, Brad Goldberg, Ali Murata, Luci Altman and Michael Mencher about the 2025 voting policy guideline updates from Glass Lewis. Here is an excerpt from the alert:
Board oversight of AI
In the absence of material AI-related incidents, Glass Lewis will generally not make voting recommendations on the basis of a company’s AI oversight or disclosure. However, when there is evidence that shareholders have been materially impacted by insufficient AI oversight or management, Glass Lewis may recommend against appropriate directors. While the new policy emphasizes the importance of AI oversight, the guidelines do not call for negative voting recommendations in the absence of material incidents. This policy generally tracks the cybersecurity oversight policy included in Glass Lewis’ 2024 guidelines.
Board responsiveness to shareholder proposals
Glass Lewis’ updated policy on responsiveness to shareholder proposals calls for engaging with shareholders and providing responsiveness disclosure when proposals receive significant support (generally more than 30% but less than a majority of votes cast). The guidelines continue to express an expectation that companies either implement shareholder proposals receiving support from a majority of votes cast and/or provide sufficient disclosure on responsive shareholder engagement. The 2025 guidelines continue to call for board responsiveness when more than 20% of shareholders withhold votes or vote against director nominees or management proposals.
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