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U.S. companies listed on the NASDAQ and NYSE, as well as certain listed companies in Canada and Europe,1 with annual shareholder meetings scheduled between March 1, 2016 and June 30, 2016 may now register through January 31, 2016 to receive an Issuer Data Report (IDR) from Glass Lewis. The IDR service has per country participation limits and is available to eligible companies on a first-come, first-served basis. The registration period for a country will end prior to January 31, 2016 if the participation limit for that country is reached.
Now in its second year, the IDR service provides companies the opportunity to review and comment on the accuracy of the key data points used by Glass Lewis in its corporate governance analysis and voting recommendations before the analysis and recommendations are published.
Companies participating in the IDR service, which is free, will receive a data-only version of their Glass Lewis Proxy Paper research report prior to its publication. The IDR contains the key data points used by Glass Lewis in its corporate governance analysis and voting recommendations, but does not contain any analysis or voting recommendations. Companies receiving IDRs will have 48 hours (in some cases 24 hours) after receipt to review the IDR and confirm its accuracy. The review period may include weekends. Companies may submit suggested corrections electronically to Glass Lewis during the review period. All company comments must be supported by reference to existing public disclosure. Glass Lewis will then review responses and update the company’s Proxy Paper if it agrees with the company’s comments.
IDRs, which are distributed via email, will generally be issued 3 to 4 weeks prior to a company’s shareholder meeting. IDRs will only be issued to companies that have registered for the IDR service and have released all proxy materials no less than 30 days before their annual shareholder meeting date. Further, Glass Lewis may decide not to provide IDRs in the case of annual meetings that include proxy contests, votes on certain transactions or other issues determined to be particularly contentious by Glass Lewis.
Companies may not share IDRs with outside advisors; they may only be reviewed by company employees. Once published, Proxy Papers are available for purchase from Glass Lewis.
For more detail on Glass Lewis’ 2016 proxy policies, see its Proxy Paper Guidelines for the 2016 Proxy Season. The US guidelines can be found here.
1 The IDR service is also available to Canadian companies listed on the TSX, U.K. companies listed on the LSE main market, French companies listed on the Euronext Paris exchange, German companies listed on the Frankfurt Stock Exchange, Swiss companies listed on the SIX Swiss Exchange, Dutch companies listed on the Euronext Amsterdam exchange, Italian companies listed on the Borsa Italia and Spanish companies listed on the Bolsa de Madrid.