Updated Glass Lewis Proxy Voting Guidelines
Greg Gautam • February 17, 2020
I previously blogged about certain compensation related updates to ISS’ proxy voting guidelines for 2020. With proxy season in full swing, I wanted to highlight some important compensation related changes to the Glass Lewis 2020 voting guidelines, a full copy of which can be found here.
- Contractual Payments and Arrangements. In their 2020 guidelines, Glass Lewis clarifies its policy for say-on-pay proposals with respect to the analysis of both ongoing and new contractual payments and executive entitlements. In particular, Glass Lewis has provided a list of certain executive employment terms that may result in a negative say-on-pay vote recommendation, which includes, but is not limited to: (i) excessively broad change in control triggers; (ii) inappropriate severance entitlements; (iii) inadequately explained or excessive sign-on arrangements; (iv) guaranteed bonuses (especially multi-year guarantees); and (v) the failure to address any concerning practices in amended employment agreements. With respect to (v), Glass Lewis views the failure to address these issues in renewed or revised agreements as “a missed opportunity to remedy shareholder un-friendly provisions” and “a missed opportunity on the part of the company to align its policies with current best practices.”
- Short-Term Incentive Plans and Upward Discretion. With respect to short-term incentive compensation, Glass Lewis has stated that if a company applies upward discretion, including lowering goals midyear or increasing calculated payouts, it expects a robust disclosure as to why the decision was necessary.
- Change in Control Clarification. The 2020 guidelines reiterate that Glass Lewis considers double-trigger change in control arrangements a best practice and that any arrangement that is not explicitly double-trigger may be considered a single-trigger or modified single-trigger arrangement. The 2020 guidelines further clarify that excessively broad definitions of change in control are potentially problematic as they may lead to situations where an executive can receive additional compensation where no meaningful change in status or duties has occurred.
Employee burnout has become an epidemic in today’s modern workplace. So much so that the World Health Organization (WHO) officially recognizes it as an “occupational phenomenon.”1
While many used to consider mounting workplace stress an individual employee problem, these days, it’s become an employer’s responsibility to prevent burnout before it hurts productivity and business performance—not to mention your employees’ physical and mental health.
Luckily, you can prevent burnout from affecting your workforce in several ways. This article will explore the causes and signs of employee burnout and the steps you can take to create a positive work environment where employees feel safe from toxic stress levels.
If you're a small business owner, you may have heard of the acronym PCORI and the fees that come with it. But what is PCORI, and how does it apply to your organization?
Under the Affordable Care Act (ACA), sponsors of self-insured health plans must pay a fee to fund the federal Patient-Centered Outcomes Research Institute (PCORI). PCORI is an independent organization the ACA created to conduct research to help healthcare consumers make better decisions for their specific needs and outcomes. It also performs research related to clinical effectiveness.
Employers offering a self-insured medical reimbursement health plan, such as a health reimbursement arrangement (HRA), must pay this fee by July 31 each year via Form 7201. This fee was initially set to expire in 2019, but Congress extended it through September 30, 20292, due to the Further Consolidated Appropriations Act of 20203.
