Donald Kalfen
Glass Lewis recently issued its 2026 Policy Survey Questionnaire, which generally previews potential changes in Glass Lewis’s proxy voting policies.
Through its annual policy survey, Glass Lewis seeks feedback from institutional investors, public companies, corporate directors and the consulting and legal communities on emerging trends in corporate governance, executive compensation and other matters as part of its policy formulation process. The policy survey often provides an early read on Glass Lewis’s emerging views on particular issues.
The Policy Survey will be open for participation until September 15, 2025. The Survey can be completed online by going to the following webpage:
https://www.surveymonkey.com/r/MS8P7SP
The results of the Policy Survey are expected to be published in November.
Summary of Glass Lewis Policy Survey
The Survey asks respondents to answer questions related to the following compensation, governance and shareholder proposal matters¹:
Executive Compensation Matters
• Adjusting Pay for Transactions: Should executive pay levels decline in response to a reduction in a company’s size and/or scope due to a strategic transaction under management’s control?
• Sizing LTI Awards: Should long-term incentive awards to executive officers that exceed an absolute dollar threshold (e.g., as a percentage of base salary or specific cash value) trigger additional scrutiny?
• Impact of Tariffs on Incentive Awards: How should the board respond to a situation in which trade tariffs would materially impact executive incentive outcomes absent adjustments to incentive goals?
• Personal Security: Should executive security costs be included in the Summary Compensation Table?
• Make-Whole Awards: Should Glass Lewis evaluate the quantum of make-whole awards in the same manner as it assesses other sign-on awards?
• Proportion of Time-Based and Performance-Based Awards: Under what circumstances, if any, should a company exclusively grant time-based equity awards under its long-term incentive program?
• Severance Payments: Under what circumstances, if any, should a company adjust contractual severance benefits?
• Executive Compensation Disclosures: Identify your view on various executive compensation disclosures that are often included in proxy statements.
Other Compensation Matters
• Equity Plan Proposals: What are the most important features in evaluating an equity compensation plan?
• Director Compensation: How should Glass Lewis evaluate significant increases in non-executive directors’ compensation?
Governance Matters
• Board Accountability: Where Glass Lewis has found material concerns regarding director performance and there is not a directly relevant proposal on the agenda of a shareholder meeting, how should such concerns be reflected in the Glass Lewis analysis?
• Board Diversity and DEI: Should boards of directors maintain certain levels of diversity in terms of specific categories (e.g., age, tenure, gender, racial or ethnic, background, skills and experience)?
Shareholder Proposals
• Company-Adopted Ownership Limitations: If a company adopts ownership limitations for shareholders to submit shareholder proposals or similar provisions without shareholder approval, should such action be concerning to investors?
• Anti-ESG Sentiment: How has your organization responded to the growing anti-ESG sentiment in the United States? In what respects, if any, have you reconsidered your approach to ESG matters?
• Company-Wide Diversity-Related Disclosures and Policies: What should a company disclose regarding company-wide diversity-related initiatives?
A detailed description of each of the Glass Lewis policy survey questions related to compensation, governance and shareholder proposal matters is provided in the Appendix which can be downloaded as a PDF.
Meridian comments. The Survey suggests that Glass Lewis will make modest changes to its proxy voting policies related to executive compensation for 2026. However, as we discussed in our Client Alert dated August 4, 2025, Glass Lewis recently announced a significant change to its quantitative pay-for-performance (PfP) assessment methodology for U.S. and Canadian companies starting in 2026. It remains to be seen whether the revised PfP methodology and other potential changes will impact the frequency in which companies receive Glass Lewis against voting recommendations on Say on Pay and other proposals.
¹The Survey also includes questions on (i) investor engagement on ESG matters, (ii) shareholder proposals on biodiversity-related impacts, (iii) Say on Climate proposals, (iv) reincorporation proposals, (iv) multi-class vote structures, (v) AI governance and risk management, (vi) proxy voting solely on financial factors and (vii) investor voting and engagement policies or practices in response to SEC guidance and potential loss of passive investor status.
* * * * *
The Client Update is prepared by Meridian Compensation Partners’ Governance and Regulatory Team led by Donald Kalfen. Questions regarding this Client Update or executive compensation technical issues may be directed to Donald Kalfen at 847-235-3605 or dkalfen@meridiancp.com.
This report is a publication of Meridian Compensation Partners, LLC, provides general information for reference purposes only, and should not be construed as legal or accounting advice or a legal or accounting opinion on any specific fact or circumstances. The information provided herein should be reviewed with appropriate advisors concerning your own situation and issues.