Glass Lewis Announces Updated Approach to Diversity-Related Proxy Voting
Shirley Westcott
On March 4, proxy advisor Glass Lewis announced that was implementing a new bifurcated approach to its proxy voting advice on diversity-related voting matters at U.S. public companies. It had advised clients on Feb. 18 that it was reevaluating its policies in view of the Trump administration’s January executive orders banning illegal diversity, equity and inclusion (DEI) policies in the federal government and the Attorney General’s directive to the Department of Justice to investigate, eliminate and penalize private companies that have illegal discrimination and preferences, including DEI.
Glass Lewis will continue to apply its 2025 U.S. benchmark and thematic guidelines on board elections and DEI-related shareholder proposals as is.¹ However, beginning March 10, where it recommends against directors for any diversity-related reasons, its proxy papers will carry a “For You Attention” (FYA) flag pointing clients to a supporting rationale that they can leverage if their preference is to vote differently from Glass Lewis’s recommendation.
Glass Lewis’s U.S. benchmark policy on board diversity is as follows:
- For Russell 3000 firms, it generally recommends against the nominating committee chair if the board is not at least 30% gender diverse and against the full nominating committee if there are no gender diverse directors.
- For non-Russell 3000 firms, it generally recommends against the nominating committee chair if there are no gender diverse directors.
- For Russell 1000 companies, it generally recommends against the nominating committee chair if the board has no directors from an underrepresented community. It will additionally oppose the nominating/ governance committee chair if there is no disclosure of individual or aggregate racial/ethnic minority board demographic information.
Glass Lewis believes its updated approach will allow it to support the varied diversity-related voting preferences of its institutional clients without the disruption that a hard policy change would pose in the middle of proxy season. The announcement follows Institutional Shareholder Services’ (ISS) decision to suspend its consideration of gender and racial/ethnic diversity factors in its voting recommendations on director elections beginning with its reports issued on or after Feb. 25.
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