Since its October 2025 announcement, Glass Lewis has provided further detail on the implementation of its transition from a single benchmark research model to four distinct research perspectives. Most significantly, Glass Lewis has confirmed that its existing Benchmark Voting Policy Guidelines and traditional proxy research reports will remain in place throughout the 2027 AGM season, with the new research perspectives scheduled to launch in September 2027. For further information about the change, please refer to Georgeson’s Glass Lewis Research Perspective memo.

On 15 October, Glass Lewis released its Benchmark Voting Guidelines for 2027, including updated policies for the UK, Continental Europe, Belgium, France, Germany, Ireland, Italy, the Netherlands, Spain, and Switzerland. The policies will take effect in January 2027. These represent the final set of European benchmark policies before Glass Lewis transitions to its four research perspectives. Reflecting this transition, Glass Lewis has stated that its benchmark policies will remain largely unchanged for 2027:

  • “Given Glass Lewis’ announced intention to move away from this single house policy, towards multiple perspectives representing varied viewpoints of its clients, policy development has entered a period of transition. As such, the Glass Lewis 2026 Benchmark Policy Guidelines will remain static for 2027.”

Notably, Glass Lewis concluded that the majority of its European market-specific policies did not require revision for 2027. The principal exceptions are Italy and the Netherlands, where amendments have been made in response to market-specific regulatory developments. As such, this memo focuses solely on the changes to the Italian and Dutch policies, with no amendments made elsewhere across the UK and Continental Europe.

Executive Summary

A negative recommendation from Glass Lewis often has an adverse impact on the vote outcome of a given resolution. These updates could lead Glass Lewis to make a negative voting recommendation on a resolution due to a factor that was not previously considered. We recommend evaluating how these changes could impact your upcoming shareholders’ meetings, and we are available to assist you with any questions that you may have. The below table provides a summary of the major policy updates:

Policy Updates
UK No changes
Ireland No changes
Continental Europe No changes
France No changes
Germany No changes
Italy Updates to policy in response to the introduction of Articles 154.4 TUF, 123-ter TUF, and 125-bis.1 TUF
Spain No changes
Netherlands Update to virtual meetings policy following introduction of the Digital General Meeting for Private Law Legal Entities Act
Switzerland No changes
Belgium No changes

Updates to specific continental European markets

Italy

Approval quorum for article amendments at newly listed companies and SMEs (New)

Glass Lewis has updated its Benchmark Policy to reflect the amendment to Art. 154.4 TUF, which allows certain newly listed companies and SMEs to adopt bylaws permitting future bylaw amendments to be approved by a simple majority of the share capital represented at the meeting, rather than the traditional two-thirds majority.

The Benchmark Policy will generally recommend voting against their introduction, as such provisions may weaken shareholder rights. Moreover, if the articles of association already contain such a provision at the time of an IPO, spin-off or direct listing, the Benchmark Policy will generally recommend voting against the chair of the governance committee, or equivalent, unless the board commits to submitting the articles of association to a shareholder vote at the company’s first meeting following the listing. If no board elections are held at that meeting, it may instead recommend voting against another relevant agenda item, such as the approval of the company’s accounts and reports.

Election of directors through cumulative voting at newly listed companies (New)

The guidelines have been updated following the amendment of Art. 154.4 TUF, which allows certain newly listed companies and SMEs to elect directors through cumulative voting rather than the traditional slate voting system.

Where cumulative voting applies, Glass Lewis will generally recommend that shareholders allocate their votes equally among suitable candidates, taking into account individual qualifications and the resulting overall board composition, and abstain on the remaining candidates.

Remuneration policy (New)

The Benchmark Policy has been revised following the amendment of Art. 123-ter TUF, which allows companies to introduce an advisory rather than binding vote on the remuneration policy, subject to shareholder approval of the relevant amendments to the articles of association.

Glass Lewis will generally recommend voting against amendments introducing an advisory vote on the remuneration policy, as it considers this would weaken shareholders’ ability to hold the board accountable for remuneration decisions. It may also recommend against an advisory remuneration policy where the board has broad discretion to grant extraordinary awards outside regular incentive plans.

Shareholder Meeting Format (New)

Glass Lewis has updated its Benchmark Policy following the introduction of Art. 125-bis.1 TUF, which allows Italian listed companies to regulate shareholder meeting formats, including virtual-only or closed-door (with the designated representative) meetings, and to introduce a minimum ownership threshold for speaking rights, capped at 0.05% of share capital.

Glass Lewis will generally oppose amendments permitting closed-door meetings, unless limited to publicly disclosed exceptional circumstances. It will also oppose provisions allowing the board to determine the meeting format without shareholder approval, unless shareholders can approve the relevant meeting regulations and request an in-person meeting at a threshold below the statutory 5%.

Netherlands

Hybrid and Virtual Shareholder Meetings (New)

Glass Lewis has introduced a new policy on amendments permitting hybrid and virtual shareholder meetings, reflecting the Digital General Meeting for Private Law Legal Entities Act, which is expected to come into force following publication of a Royal Decree. The Act will allow Dutch listed companies to hold AGMs in hybrid or in-person format and extraordinary general meetings in hybrid, virtual or in-person format.

Under the new policy, Glass Lewis will generally:

  • Support amendments permitting hybrid shareholder meetings;
  • Support amendments permitting virtual-only meetings in exceptional circumstances; and
  • Support amendments permitting virtual-only meetings where companies commit to disclosing participation procedures and enabling shareholders to ask questions and participate directly in deliberations.

In egregious cases where adequate disclosure of these safeguards is not provided, Glass Lewis may recommend against members of the governance committee (or equivalent) or the Chair of the Board. Where the relevant directors are not standing for election, Glass Lewis may instead recommend against other resolutions, including the ratification of board acts or the accounts and reports proposal.

 

Our team can help you assess the impact of these changes and prepare for the 2027 season. Contact us if you would like to discuss any of these changes further: