2025 Proxy Advisory Firm Voting Guidelines: Canadian Highlights

In preparation for the upcoming 2025 proxy season, issuers should familiarize themselves with the updated Canadian proxy voting guidelines recently published by Institutional Shareholder Services Inc. (ISS) and Glass, Lewis & Co. (Glass Lewis), respectively. This bulletin addresses certain key topics covered by ISS's 2025 Benchmark Policy Recommendations and Glass Lewis' 2025 Benchmark Policy Guidelines.

Role of Proxy Advisors

Proxy advisory firms review and analyze matters put forward for consideration at shareholder meetings and make highly influential voting recommendations concerning such matters to their clients, who are typically institutional investors. The items considered range from routine matters, such as the appointment of auditors, to proxy contests and complex business acquisition transactions involving a voting decision, covering both management initiatives and shareholder proposals. A voting recommendation is generally based on the issuer's