engagement faqs

Question 1

What is the soliciation period and why don’t we engage durign this time?

Answer 1

The soliciation period the time from when an issuer has filed their proxy statement through the conclkusion of the respective meeting. During the solicitation period,GL research teams are reviewing the issuer’s disclosure, drafting our proxy papers and generating our recommendations. Also, this time usually falls during the busy proxy season., For these reasons, we limit engagements during this period to preserve iur independence in formulating recommendations for our clients and to avoid imprpomtu meetings during our busuest time of the year

Question 2

Analysts cannot indicate what our recommendations will be based on information provided during an engagement
meeting. This is important for two reasons.

Answer 2

– First, while it may seem as if all the pertinent information is available at the time of the engagement meeting, companies may make subtle changes to
their proxy filings before they are released to the public, and these changes may have a material effect on Glass Lewis analysis (or key public disclosures may be missing).
– Second, Glass Lewis reviews issues and companies on a case-by-case basis, and it is possible our policies may change between the time of engagement and when we review the report.

Question 3

If you don’t know how to answer an issuer question, THAT’S OK. You can

Answer 3

say that you aren’t sure. Let the issuer know that you will review the matter
with the research team and will get back to them with the correct information or put them in contact with the appropriate analyst

Question 4

IDR PROGRAM

Answer 4

enables companies to review the key data points used by Glass Lewis in its analysis prior to publication of the final Proxy Paper for institutional investor clients. While the IDR does not contain Glass Lewis’ analysis or voting recommendations, the data points included are critical inputs for Glass Lewis’ analysis. Issuers registered for the IDR can confirm their company data is accurately reflected per disclosure made publicly available to shareholders.

Question 5

IDR PROCESS

Answer 5

Companies which meet the disclosure deadline will receive an email at least three to four weeks prior to their shareholder meeting with their data report and instructions for providing feedback.

From that point, issuers have 48-hours to review the data and provide suggested updates, pointing to any public documentation which supports noted corrections. The 48-hour deadline is strictly administered to ensure Glass Lewis’ research team sufficiently meets their publishing deadline. Where no feedback has been received within the 48-hour period, our research team reserves the right to proceed accordingly with its publishing deadlines.

Returned feedback is reviewed by Glass Lewis’ research analysts who in turn make relevant updates and then provide high-level feedback regarding amendments made. Once the research team submits their response to feedback, they will complete and publish the final Proxy Paper with voting recommendations and analysis.

Question 6

Why did Glass Lewis initiate the Issuer Data Report (IDR) service?

Answer 6

Glass Lewis is dedicated to developing high quality, accurate corporate governance research based on publicly available information. Our reliance on publicly available information ensures our reports reflect the most current and accurate data available to shareholders about each public company. In addition to this, we recognize that constructive engagement with issuers enhances the quality of our research. Glass Lewis’ IDR program facilitates greater transparency with the companies we write about and improves the accuracy in our reports; it is a vital component of our ongoing issuer engagement initiative.

Question 7

Is there a cost to participate in IDR?

Answer 7

No; IDRs are free of charge for participating issuers.

Question 8

In which markets does Glass Lewis offer the IDR?

Answer 8

The IDR service is currently available for the following markets:

U.S. companies listed on the NASDAQ and NYSE exchanges
Canadian companies listed on the TSX or TSXV exchanges
European companies listed on a main market segment of a primary stock exchange
Israeli companies listed on the Tel Aviv stock exchange
Japanese companies listed on the Tokyo Stock exchange
Indian companies listed on the Bombay Stock exchange
Singaporean companies listed on the Singapore exchange
South African companies listed on the JSE exchange
Malaysian companies listed on the Bursa Malaysia

Question 9

Will Glass Lewis provide an IDR for special or contested meetings?

Answer 9

No; IDRs are solely available for annual general meetings, not for special or extraordinary meetings including proxy contests, mergers or meetings with particularly contentious issues.

Question 10

What happens is a potential error is identified?

Answer 10

Potential errors should be noted in the IDR, with the inclusion of citations to correct information, including page number and paragraph, from their meeting disclosures or weblinks to other publicly available information which may verify the correction. Glass Lewis only uses publicly available information in its research and policy prohibits the use of any non-public information in our Proxy Papers.

Question 11

How does Glass Lewis respond in the event a potential error is identified?

Answer 11

Glass Lewis analysts review comments submitted by companies and determine whether the company has identified a factual inaccuracy or relevant omission. High-level feedback is returned to the issuer, in response to their comments/corrections. Errors which are confirmed by publicly available information, are corrected in advance of publication. We encourage companies to review our publicly available Policy Guidelines which are used to develop our analysis.

Question 12

Is Glass Lewis available to discuss its policy during the IDR process?

Answer 12

The IDR is intended to provide issuers with a comprehensive snapshot of Glass Lewis’ corporate governance analysis. Our research team is prohibited from holding meetings during the solicitation period or during the busy proxy season; however, Engagement meetings with Glass Lewis may be scheduled outside of these periods

Question 13

How can I access the final Proxy Paper with Glass Lewis’ recommendations?

Answer 13

The final Proxy Paper is available for purchase, after publication to Glass Lewis clients.

Question 14

We refrain from reviewing or commenting

Answer 14

g on draft versions of proposed proxy materials.

Question 15

The RFS allows public companies, shareholder proponents, dissident shareholders and parties to an M&A transaction

Answer 15

to directly express their differences, agreements and unfiltered opinions on Glass Lewis’ research and recommendations.

Question 16

RFS PROCESS

Answer 16

All sides alike are eligible to participate and will provide their RFS directly to Glass Lewis’ research and engagement team, which will in turn attach each RFS to the relevant research report (i.e. “Proxy Paper”). Each RFS is included with Glass Lewis’ research and automatically redistributed to Glass Lewis clients through its
research and voting platforms. Investors are notified immediately when an RFS is available and can access the RFS directly from the front page of each Proxy Paper to quickly inform their voting decisions. Once a Proxy Paper includes an RFS, that will be the only version of the research Proxy Paper available from Glass Lewis, with prior versions removed from distribution. Any clients that have already downloaded an earlier version of the research Proxy Paper will receive an email with the updated research Proxy Paper that includes the RFS

Question 17

Where additional public disclosure is provided subsequent to the publication of our Proxy Paper (typically three to four weeks prior to the meeting date),

Answer 17

Glass Lewis will assess whether the new information is of material use
for clients and, if there is a reasonable amount of time prior to the deadline for submitting votes, Glass Lewis will consider republishing its research Proxy Paper with the new information. We will always highlight whether or not any of our recommendations have changed as a result of the additional disclosure.

Question 18

Companies, shareholder proponents and other interested parties are encouraged to contact Glass Lewis if they identify any errors in our research. When we are notified of a purported error or omission in a Proxy Paper that report is immediately reviewed. If there is a reasonable likelihood the Proxy Paper will require revision

Answer 18

we remove it from its published status so no additional clients can access it. If a Proxy Paper is updated to reflect new disclosure or the correction of an error, we notify all clients that have accessed the Proxy Paper or have ballots in the system for the meeting tied to that report, whether or not the update or revision affected Glass
Lewis and/or clients’ custom recommendations.

Question 19

Errors should be reported to Glass Lewis through

Answer 19

its public website (https://www.glasslewis.com/report-error/)

Question 20

When reporting an error, we request the following information:

Answer 20

Details on the issue, including meeting date, proposal number and title, page number in the Proxy Paper and the full sentence in which the discrepancy appears.
• Information as to precisely where within a company’s public disclosure we can find and verify the correct information to revise our Proxy Paper given Glass Lewis bases its analysis strictly on publicly available information