Quick Guide to ISS and Glass Lewis 2022 Proxy Season Updates: Board Diversity and ESG Take Center Stage – JD Supra – DC Initiative on Racial Equity
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Effective Date for Updates

Meetings on or after February 1, 2022 (unless otherwise indicated)

Meetings on or after January 1, 2022 (unless otherwise indicated)

Board Diversity – Gender

Continuing from 2021 into 2022, for Russell 3000 and S&P 1500 companies, if a company does not have at least one woman on its boards, ISS will generally recommend voting against the nominating committee chair (or other directors on a case-by-case basis)

Exception may be made only if there was at least one woman director at the prior year’s annual meeting, and the board makes a firm commitment to return to gender-diverse status within a year.

Beginning in 2023, the above policy will apply to all companies and not only to those in the two indices.

Continuing from 2021 into 2022, for companies outside the Russell 3000 or having six or fewer directors, if the board does not include at least one “gender diverse” (i.e., female or non-binary as defined by Glass Lewis) member, Glass Lewis will generally recommend voting against the chair of the nominating committee.

Beginning in 2022, for Russell 3000 companies, if the board does not include at least two gender diverse members, Glass Lewis will generally recommend voting against the nominating committee chair if there is only one gender diverse director, or against all members of the committee, if there are no gender diverse directors.

Effective January 1, 2023, for Russell 3000 companies, Glass Lewis will adopt a percentage-based approach so that, if a board is less than 30% gender diverse, Glass Lewis will generally recommend voting against the nominating committee chair (or other committee members if the chair is not up for re-election).

For Nasdaq companies, for an


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