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ISS Updates Proxy Voting Guidelines for 2017

December 9, 2016

Authors

Serena Yee and Denise Erwin

ISS Updates Proxy Voting Guidelines for 2017

December 9, 2016

by: Serena Yee and Denise Erwin

vote-do-not-useLast month, Institutional Shareholder Services (ISS) published updates to its proxy voting guidelines effective for meetings on or after February 1, 2017.  Key compensation-related changes include the following:

Non-Employee Director Compensation Programs

In the case of management proposals seeking shareholder ratification of non-employee director compensation, ISS will review such proposals on a case-by-case basis utilizing the following factors:

  • Amount of director compensation relative to similar companies
  • Existence of problematic pay practices relating to director compensation
  • Director stock ownership guidelines and holding requirements
  • Vesting schedules for equity awards
  • Mix of cash and equity-based compensation
  • Meaningful limits on director compensation
  • Availability of retirement benefits or perquisites
  • Quality of director compensation disclosure

To the extent the equity plan under which non-employee director grants are awarded is on the ballot, ISS will consider whether it warrants

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Upcoming Equity Plan Proposal? ISS Invites U.S. Companies to Verify Equity Plan Data

August 21, 2014

Authors

benefitsbclp

Upcoming Equity Plan Proposal? ISS Invites U.S. Companies to Verify Equity Plan Data

August 21, 2014

by: benefitsbclp

Institutional Shareholder Services, or ISS, invites U.S. companies to verify the data it uses to evaluate proxy statement equity plan proposals.  ISS previously announced a move to a “balanced scorecard” approach for its evaluation of equity plan proposals.  Data verification is included as a key feature of this approach.

Data verification allows companies to preview, and if necessary update, the data used by ISS in its vote recommendation.  Some companies have been frustrated when reviewing ISS vote recommendations that include inaccurate or misconstrued data.  This program is designed to improve the quality of information used by ISS.  See “FAQs:  Equity Plan Data Verification” for details about the program.  Below is a summary of some key features:

How to Participate

  • The data verification program is optional.
  • It is open to U.S. companies who have filed definitive proxy materials after September 8th, 2014 with an equity plan proposal (new
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Looking Ahead – ISS 2014 Draft Policies and Proxy Survey Results

October 24, 2013

Authors

benefitsbclp

Looking Ahead – ISS 2014 Draft Policies and Proxy Survey Results

October 24, 2013

by: benefitsbclp

Looking Ahead – ISS 2014 Draft Policies and Proxy Survey Results

Institutional Shareholder Services (ISS) conducts an annual survey to obtain input on corporate governance issues.  The survey results are considered by ISS in preparing annual updates to its proxy voting policies.  The survey often provides insight into potential ISS policy changes for the upcoming proxy season.

A few weeks ago, ISS released the results of its 2014 proxy voting survey.  ISS received more than 500 responses from institutional investors and corporate issuers located within and outside of the United States.   The 2013-2014 Policy Survey Summary of Results can be accessed here.  This week ISS posted draft 2014 policies for comment here.  The draft policies include proposed changes for U.S. companies to Board Response to Majority-Supported Shareholder Proposals and the ISS Pay for Performance Quantitative Screen.  The comment period will close on November 4, 2013

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Proposed Changes to ISS Proxy Voting Policies

October 30, 2012

Authors

Serena Yee and Brian Berglund

Proposed Changes to ISS Proxy Voting Policies

October 30, 2012

by: Serena Yee and Brian Berglund

On October 16, 2012, Institutional Shareholder Services (ISS) issued for comment several proposed proxy voting policy changes.  The following would affect U.S. public companies:

Board Matters

Current Policy: Recommend vote against or withhold votes from the entire board (except new nominees, who are considered case-by-case) if the board failed to act on a shareholder proposal that received the support of either (i) a majority of shares outstanding in the previous year; or (ii) a majority of shares cast in the last year and one of the two previous years.

Proposed Policy: Recommend votes against or withhold votes from the entire board (with new nominees considered case-by-case) if it fails to act on any proposal that received the support of a majority of shares cast in the previous year.

The proposed change is intended to increase board accountability. ISS is specifically seeking feedback as to whether there are specific circumstances where

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