NACD Board Leadership Conference NACD Chapter System

Proxy Advisors: The Unvarnished Truth

October 20, 2016
West Orange, NJ



Proxy advisory firms are one of the most influential forces in corporate governance.  Many institutional investors, both public and private, rely on the recommendations of proxy advisory firms in order to make voting decisions.  These recommendations can have a significant impact on the outcome of shareholder votes, and in many cases, cause proposals to pass or fail.  While much debate surrounds the question of how much influence proxy advisory firms actually wield, it is undeniable that their recommendations and voting policies are major considerations for boards and management as they structure compensation practices and incentive plans as well as their governance policies and procedures. 


Notwithstanding the central role that proxy advisory firms play in proxy voting and corporate governance, the motivation and decision making processes of proxy advisory firms are a mystery to most boards.  At the same time, some institutional investors are more visibly articulating their own principles around governance and executive compensation.  In this session we’ll hear directly from the two largest and most influential proxy advisory firms, ISS and Glass Lewis and a major institutional investor, Vanguard Group.  Key questions to be discussed will include:


  • How proxy advisory firms develop their annual voting policies and governance scoring 
  • How proxy advisory firms get engaged and interact with their clients 
  • The influence of institutional investors in the day-to-day decision making by proxy advisory firms                               
  • How institutional investors make voting decisions 
  • How proxy advisory firms engage with companies—large and small— regarding their voting policies
  • How companies can ensure that proxy advisory firms have accurate information about them in making voting recommendations
  • What performance metrics are advisors and investors using and is the view of  Total Shareholder Return (TSR) changing?
  • How do proxy advisors and institutional investors view activist shareholders
  • How companies can engage with institutional investors on proxy voting



Sean Quinn, Head of U.S. Research, Institutional Shareholder Services

Bob McCormick, Head of Research & Policy, Glass-Lewis

Glenn Booraem, Principal, Vanguard Group Inc. and Treasurer, Vanguard Funds


Keir Gumbs, Partner, Covington & Burling LLP


  Recap 10-20-16 Program

Location and Time


The Wilshire Grand Hotel
350 Pleasant Valley Way
West Orange, NJ 07052

7:30 a.m. - 8:00 a.m. -  Registration, Networking & Breakfast Buffet

8:00 a.m. - 9:30 a.m. -  Program and Q&A



Question about this Event?

Contact New Jersey Chapter 32 Leonardine Avenue, South River, NJ, 08882 phone: 732-698-7771 fax: 732-698-7772 email: