The Advisors' Blog

Glass Lewis has opened its Q3 peer submission window. Any company can make changes during this opening, but it’s most relevant for companies with meetings between October & February – there will be another window for companies with meetings from March to September. Glass Lewis identifies a few reasons you would want to submit changes:

– Your company has a more recent public disclosure with an updated peer group than the most recently filed Form DEF 14A (e.g., on your website or a Form 8-K).

– Your company provided two compensation peer groups in your most recently filed Form DEF 14A, and you wish to clarify which peer group should be used by Glass Lewis. For example, in your most recent proxy statement, you include one peer group for 2021 and one peer group for 2022, the latter of which would be included in your 2023 proxy statement for 2022 compensation. In this case, Glass Lewis generally collects the 2021 data. If instead you wish for the 2022 data to be used, the peer group submission process allows you to update us with this information.

– Your company publicly disclosed your 2021 peer group and specific changes to the constituents of that peer group for 2022, without separately listing the 2022 peer group in full. In this case, Glass Lewis generally records the peer group for 2021 compensation, but the peer group submission process allows you to update this information with the 2022 peer group.

The window closes in at midnight PT on Sunday, August 20th. There is no need to submit peers if you believe Glass Lewis has details of your most recent publicly disclosed peer group. If you don’t participate in this update process, Glass Lewis will rely upon the compensation peer group that was disclosed in the proxy statement for your most recently held annual general meeting. Also, Glass Lewis says to focus on submitting the most relevant and publicly disclosed peer group used to set executive compensation levels. Do not include more than one peer group, and do not include private companies in your list of peers.

Here are more details about the proxy advisor’s peer group methodology. Glass Lewis has been using Diligent data & analytics since 2020 or so. The proxy advisor uses the company-selected peer group as a starting point for its own peer selection to evaluate pay and make say-on-pay voting recommendations.

As has been the case for the past few years, our “Proxy Disclosure & 20th Annual Executive Compensation Conferences” will include a session with the pay experts from both ISS & Glass Lewis. Don’t miss the chance to hear what issues are affecting their recommendations. Our conference is timed so that you can tackle issues head-on before your next annual meeting. Register today!

– Liz Dunshee