Report Feedback Statement 

The Report Feedback Statement service is operating as a pilot for the 2019 proxy season
(March through May 2019)

Sign Up for the Report Feedback Statement

Glass Lewis has long been an advocate of bringing transparency, accuracy and efficiency to the proxy voting process. Following the widespread success of our direct engagement efforts and the Issuer Data Report service, the Report Feedback Statement service is an important next step in facilitating informed dialogue among all stakeholders.

The Report Feedback Statement service provides a unique opportunity for public companies and shareholder proposal proponents – the subjects of our research – to submit feedback about the analysis of their proposals, and have comments delivered directly to our investor clients. Corporate issuers and shareholder proposal proponents alike are eligible to participate in this service and will provide their statements directly to our research and engagement team, which will in turn distribute them to clients within our research and voting platforms.

Glass Lewis’ investor clients will benefit by conveniently receiving unfiltered commentary on our analysis from subject companies and shareholder proponents. That real-time perspective will provide an additional dimension for their consideration and will be easily accessible, with reasonable time to review, even within the peak of proxy season.

WATCH: CEO KT Rabin and VP Research & Engagement Kern McPherson discuss key details of Glass Lewis’ new Report Feedback Statement service in this nine-minute webinar.

Frequently Asked Questions

Download a complete version of the FAQs.

The Report Feedback Statement service provides a unique opportunity for public companies and shareholder proposal proponents – the subjects of Glass Lewis research – to express their differences of opinion with Glass Lewis’ analysis, and then have those comments delivered through a unique, focused channel to 3,000+ individuals who subscribe to Glass Lewis’ research and voting services. Please review the RFS Etiquette Guide, which includes acceptable content guidelines for the submission of a Report Feedback Statement.

Corporate issuers and shareholder proposal proponents alike are eligible to participate in this service and will provide their statements directly to Glass Lewis’ research and engagement team, which will in turn distribute them to clients within the Glass Lewis research and voting platforms.

The Report Feedback Statement and Glass Lewis’ response to the statement will both be presented to Glass Lewis’ investor clients as part of the shareholder meeting details within the Viewpoint and GlassLewis.net applications. A disclosure note will also be added to the first page of the relevant Glass Lewis Proxy Paper® report, notifying investor clients that a Report Feedback Statement and Glass Lewis’ response are available in the applications. Any clients that have already downloaded the Proxy Paper report will receive an email with the Report Feedback Statement and Glass Lewis’ response.

Please note that Glass Lewis is not authorized to distribute a Report Feedback Statement to organizations that are not Glass Lewis clients, including the media. Glass Lewis will direct non-client requests for access to a Report Feedback Statement to the company or shareholder proponent that submitted the statement.

Companies and shareholder proponents do not need to subscribe to any of Glass Lewis’ services to report potential factual errors and omissions in a Proxy Paper report, or to engage with the Glass Lewis’ research and engagement teams (whether through email or an in-person meeting). All stakeholders are encouraged to continue to notify us of any potential factual errors and omissions through the Report an Error or Omission page and request meetings with us through the Request a Meeting page. Both pages are part of the Issuer Portal on the Glass Lewis website.

Report Feedback Statement service subscribers must:

• Be a U.S. issuer or shareholder proposal proponent at the annual general meeting of a U.S. company. (All)
• Participate in Glass Lewis’ free Issuer Data Report program and complete the Issuer Data Report process prior to issuing their Report Feedback Statement. (Issuers Only)
• Purchase the relevant annual general meeting report directly from Glass Lewis. Subscribers that only use third parties (e.g. solicitors, law firms and other advisors) to get information about Glass Lewis’ analysis are not eligible to subscribe to the Report Feedback Statement service. (All)
• Clearly identify the names of shareholder proponents in the company proxy for any shareholder proposals up for vote at the relevant meeting. (Issuers Only)
• Sign the Report Feedback Statement Terms and Conditions. (All)

As illustrated above, there are several factors that impact the ability to subscribe to the Report Feedback Statement service, and the timing of a decision to subscribe. The first factor for consideration is participation in the free Issuer Data Report service as it is required for the Report Feedback Statement service and has the longest lead time. The IDR service requires issuers to sign up at least 30 days in advance of their annual general meeting date. The next factor to consider is the weekly cap for the 2019 proxy season pilot. The cap is calculated based on the receipt date (actual or reserved) of a subscriber’s feedback statement. Subscribers need to address any factual errors or omissions in the relevant Proxy Paper within two (2) business days of the initial publication and deliver their feedback statement within four (4) business days so the process has a very tight timeframe with several variables. Therefore, the more items a potential subscriber does earlier in the process, the better the odds of being able to participate.

All subscribers must ensure the following prior to submitting their Report Feedback Statement to Glass Lewis:

• The subscriber has consulted with legal counsel to ensure the submission of its Report Feedback Statement complies with Regulation FD and any other regulatory requirements applicable to the subscriber and its disclosure of information.
• All information included in the Report Feedback Statement is “publicly available” information, meaning the information has been disseminated in a manner making it available to investors generally as Glass Lewis will not consider, nor distribute material non-public information.
• A good faith effort has been made to ensure that all the information contained in the Report Feedback Statement is accurate.
• None of the statements included in the Report Feedback Statement defame, disparage, disrespect or offend Glass Lewis, its subsidiaries, owners, and employees, or any third party.
• The individual submitting the Report Feedback Statement is an authorized representative of the subscriber, with the authority to submit the Report Feedback Statement on behalf of the subscriber.

Please review the RFS Etiquette Guide for more guidance on acceptable content for a Report Feedback Statement.

Pilot subscribers will be capped at a maximum of 12 companies and/or shareholder proponents per week during the main U.S proxy season (March through May). The weekly cap is calculated based on the receipt date of the statements and is subject to change depending on the length and complexity of the statements received for any week.

The service is limited to feedback on annual general meetings only. It is not available for special meetings, including proxy contests, consents, mergers and acquisitions.

Companies must publish the names of the shareholder proposal proponents in their proxy statements.

The deadline for Report Feedback Statement submissions is four (4) business days following Glass Lewis’ publication of the relevant Proxy Paper report, so long as the subscriber has met all the other prerequisites required to submit a Report Feedback Statement.

Other circumstances may impose additional time requirements. For example, companies that want to subscribe to the Report Feedback Statement service must enroll in the free Issuer Data Report program. Enrollment for the Issuer Data Report program is not limited and is available on a rolling basis. However, enrollment is not guaranteed if requested within 30 days of the annual general meeting.

Report Feedback Statements should be submitted on the letterhead of the submitting organization or individual (issuer or shareholder proponent) in PDF format.

Each statement must be signed by an executive at the organization, authorized to issue external statements on behalf of such organization, and feature contact information to enable investors to follow up with the organization.

Glass Lewis can only accept letters that meet these guidelines and comply with the RFS Etiquette Guide.

The purpose of the Report Feedback Statement service is to allow subscribers to more fully and directly express their views on any differences of opinion they may have with Glass Lewis’ research. It is not intended to be a forum to evaluate or critique other firms.

If a subscriber is concerned with the accuracy of any third-party data contained in a Proxy Paper report, these concerns should be addressed directly with the supplier. In instances where Glass Lewis has explicitly indicated its reliance on specific data provided by a third-party data supplier in developing its analysis or vote recommendations, feedback may be provided on the relevance of such data.

As it relates to other proxy advisors, subscribers should refrain from, directly or indirectly, commenting on the views, analysis and vote recommendations of other proxy advisors, and from providing a comparative analysis between the research published by Glass Lewis and the research published by another proxy advisor.

As a reminder, issuers and shareholder proponents must always follow the RFS Etiquette Guide. Glass Lewis retains the right to refrain from distributing comments on information unrelated to Glass Lewis’ analysis if it believes such commentary falls outside the scope of the purpose of the Report Feedback Statement service.

The fees associated with participation in the Report Feedback Service include the cost of acquiring a copy of the relevant Proxy Paper report (on a one-time basis or via subscription) directly from Glass Lewis, and a distribution fee for each Feedback Statement submitted.

For more specifics on pricing, please submit a request on the Report Feedback Statement page of the Glass Lewis website.

Glass Lewis will not edit or modify the content of Report Feedback Statements and will only distribute mutually approved Report Feedback Statements without any alterations, except for the addition, by Glass Lewis, of a standard content disclaimer.

Prior to publishing a Report Feedback Statement, Glass Lewis may request that a company or shareholder proponent revise its Report Feedback Statement if it: 1) clearly violates the RFS Etiquette Guide established for the service, 2) highlights factual errors that Glass Lewis addresses at no cost or obligation to the company, and/or 3) is inconsistent with or irrelevant to the purpose of the Report Feedback Statement service.

Issuers and shareholder proponents are permitted to submit one Report Feedback Statement per annual general meeting. However, if the company makes an additional public filing that results in a material revision to Glass Lewis’ research report, issuers will be permitted, at Glass Lewis’ discretion, to submit one additional Report Feedback Statement, for an additional distribution fee, within two (2) business days following the publication of the revised Glass Lewis research report.

The purpose of the Report Feedback Statement service is to address differences of opinion, not to charge issuers or shareholder proponents for resolving factual errors or omissions. To be clear, Glass Lewis does not charge any fees for resolving these types of issues.

Glass Lewis will always address any factual errors or omissions in a timely fashion through its standard correction process. Therefore, subscribers should always report these items to Glass Lewis as soon as they are discovered within a Proxy Paper report. Once a valid error or omission is reported, Glass Lewis will update the relevant report and republish it to clients with a note describing the changes.

Since Report Feedback Statements must be delivered to Glass Lewis within four (4) business days of the initial publication of the Proxy Paper report, subscribers should notify Glass Lewis of any potential errors or omissions within two (2) business days of the initial publication to provide sufficient time to meet the four (4) business-day deadline should a subscriber still wish to issue a Report Feedback Statement on any differences of opinion. This aggressive timeline is achievable since subscribers are required to participate in the IDR service, so most issues should be resolved in advance of the initial publication of the Proxy Paper report.

As with other product launches, Glass Lewis has analyzed the requirements and resources required to support this new service. The Report Feedback Statement process occurs after the publication of Glass Lewis’ Proxy Paper, so this service will not impact lead times. Furthermore, subscribers of the RFS service are required to submit their qualifying Report Feedback Statements within four (4) business days after publication of the relevant Proxy Paper to ensure all resulting content can be distributed to investor clients in a timely fashion prior to voting deadlines.

Additionally, the 2019 proxy season pilot of the Report Feedback Statement service will provide important real-time data and results that will inform Glass Lewis’ future expansion of the service.

Privacy is a critical component of Glass Lewis’ obligation to its clients, so we will never disclose any client-specific information.

For the 2019 proxy season pilot, Glass Lewis can provide the number of investors who were sent the Report Feedback Statement via email and the number of investors that downloaded the Proxy Paper report, pre- and post-publication of the Report Feedback Statement. Relevant statistics will be available from Glass Lewis within 30 days of the company’s annual general meeting.

Following the 2019 proxy season pilot, Glass Lewis will determine if there are relevant analytics that could be provided on an aggregated basis in future iterations of the service.

Upon request, Glass Lewis will provide quarterly reports that list the issuers and shareholder proponents that subscribed to the Report Feedback Statement service.