Sidley's "Director Overboarding Policies – An Overview and Notable Change for 2020" highlights an important change in State Street's director overboarding stance included in its "Proxy Voting and Engagement Guidelines" released in March. Specifically, the updated Guidelines provide that State Street may withhold votes from directors based on:
- NEOs of a public company who sit on more than two public company boards (i.e., one outside board in addition to their own)
- Board chairs or lead independent directors who sit on more than three public company boards
- Director nominees who sit on more than four public company boards
As noted in last year's report, State Street's former policy allowed for three directorships for CEOs (including their own board) and six for independent directors. The memo includes a table summarizing the director overboarding policies of Glass Lewis and ISS, as well as these additional institutional investors: BlackRock, Vanguard, Fidelity, BNY Mellon, Invesco, MFS, Northern Trust, CalPERS, CalSTRS, and the NYC Comptroller.
We recently reported ("Director Overboarding Policies: State of Play") on PJT Camberview's tabular summary of overboarding policies for AllianceBernstein, New York State Common Retirement Fund, State Street, T. Rowe Price, Boston Partners, LGIM, Vanguard, BlackRock, ISS and Glass Lewis. And Wachtell Lipton's new "Institutional Investors Signal a Mix of Tougher Standards and Heightened Flexibility for the 2020 Proxy Season" includes in Annex A a tabular summary of director overboarding policies for AllianceBernstein, BlackRock, Boston Partners, Glass Lewis, Goldman Sachs, ISS, Investco, JPM, LGIM, Neuberger Berman, New York State Common Retirement Fund, PPGM, State Street, T. Rowe Price, and Vanguard.
Depending on your stockholder base, these memos individually and collectively make for convenient quick reference sources on an increasingly hot topic.
See "Going overboard? Investors prefer directors who serve on fewer corporate boards" (Phys.org) and proxy advisor and institutional investor policies on our Proxy Advisors and Institutional Investors pages, respectively. This post first appeared in the weekly Society Alert!