ISS and Glass Lewis: Board Diversity Voting Policies

Wilson Sonsini Goodrich & Rosati
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On February 11, 2025, Institutional Shareholder Services (ISS) announced a change to its voting policy with respect to board diversity. ISS will no longer consider the gender and racial and/or ethnic diversity of U.S. company directors when making vote recommendations with respect to the election or re-election of directors. ISS’s new policy approach will be applicable for shareholder meeting reports published on or after February 25, 2025. On February 18, 2025, Glass Lewis provided an update on diversity. According to the update, Glass Lewis is reviewing its approach to voting guidance on board diversity and DEI-related shareholder proposals at U.S. companies and will advise investors and companies of any modifications to its policies, guidelines, and/or research approach pertaining to U.S. companies on March 3, 2025. These developments follow softening by institutional shareholders, like BlackRock and Vanguard, of their voting policies on board composition and diversity, removing voting action specifically responsive to inadequate board diversity.

DISCLAIMER: Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations. Attorney Advertising.

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