Stephen M. Quinlivan

Stephen M. Quinlivan

Stinson Leonard Street

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ISS Updates Equity Plan Scorecard and Governance QuickScore

ISS has issued a series of 26 FAQs on its Equity Plan Scorecard, or EPSC. The basic EPSC policy has not changed, but effective for meetings as of Feb. 1, 2016, the FAQs state the following adjustments will apply to EPSC...more

11/23/2015 - Equity Plans IPO ISS Proxy Access QuickScore

ISS Issues 2016 Policy Updates

ISS has issued the following policy updates for 2016. Overboarding - Current ISS policy considers a director “overboarded” if he or she sits on more than six public company boards – or if he or she is also a CEO,...more

11/20/2015 - Board of Directors ISS Proxy Access Publicly-Traded Companies Shareholder Rights

ISS Launches 2016 Benchmark Policy Consultation

ISS has made available for public comment certain proposed voting policies for 2016. In the United States ISS has proposed policies relating to unilateral board actions, director overboarding and compensation at...more

10/27/2015 - Benchmarks Board of Directors Bylaws Compensation & Benefits Financial Institutions Financial Markets Initial Public Offerings IPO ISS Public Comment Publicly-Traded Companies Say-on-Pay Trading Platforms Voting Powers

Preliminary Planning for the 2016 Proxy Season

Some will want to start preliminary planning for the 2016 proxy season. It has been a bewildering year of developments, but most will be thankful that there are relatively few new rules that must be implemented at this time....more

9/18/2015 - Clawbacks Conflict Mineral Rules Disclosure Requirements Equity Plans Hedging ISS Pay Ratio Pay-for-Performance Proxy Access Rule Proxy Season Publicly-Traded Companies Resource Extraction Say-on-Pay SEC Shareholder Proposals Shareholders Whole Foods

ISS Reports on Compensation Trends

ISS has issued a report on compensation trends incorporating data so far from this year’s proxy filings. According to ISS: - The most significant trend continuing in 2015 has been the move to performance-based pay,...more

5/18/2015 - Executive Compensation ISS Pay-for-Performance Proxy Statements Securities Total Shareholder Return (TSR)

ISS Speaks: Proxy Access, Fee Shifting By-laws and More

ISS has published its policy on proxy access matters. ISS will generally recommend in favor of management and shareholder proposals for proxy access with the following provisions...more

2/20/2015 - Bylaws Fee-Shifting ISS Proxy Access Rule Proxy Season Shareholder Proposals Shareholders

Business Roundtable Gives ISS its Views on Proxy Access

The SEC Division of Corporation Finance recently informed public companies that it will express no views on the application of Rule 14a-8(i)(9) during the current proxy season. The Corp Fin decision leaves public companies...more

1/26/2015 - Corporate Governance Glass Lewis ISS Proxy Access Rule Proxy Season Publicly-Traded Companies Rule 14a-8 SEC Shareholder Proposals Shareholders

ISS Issues FAQs on Independent Chair Policy and Equity Plan Scorecard

ISS previously issued its 2015 policy updates. ISS has now issued FAQs on the independent chair policy and the Equity Plan Scorecard....more

12/29/2014 - Corporate Governance Equity Plans Independent Boards ISS

Study Concludes ISS Data on Voting Against Hostile Takeovers is Flawed

On October 22, 2014, ISS published a note on the financial consequences for shareholders to vote “NO” to a proposed hostile takeover. ISS claimed to have demonstrated that those shareholders who voted “No” to a proposed...more

12/18/2014 - Hostile Takeover ISS Shareholder Votes

New Surprises in Final 2015 ISS Policy Updates

ISS has issued its 2015 policy updates. Unilateral Bylaw/Charter Amendments - This policy is new stand-alone policy. Previously these matters were evaluated under the ISS governance failure policy. ISS...more

11/7/2014 - Bylaws Compliance Corporate Charters Corporate Governance Dodd-Frank ISS

ISS Proposes New Methodology For Evaluating Equity Plan Proposals

A key component to evaluating whether to place an equity plan proposal in a proxy is whether or not ISS will support the plan. Accoding to ISS, while it has historically recommended against approximately 30 percent of equity...more

10/21/2014 - Compliance Dodd-Frank Equity Plans ISS

ISS Considering Changing Course on Independent Chair Shareholder Proposals

ISS is requesting feedback on a change to its voting policy on independent chair shareholder proposals. ISS’ current policy is to generally recommend for independent chair shareholder proposals unless the company satisfies...more

10/17/2014 - Corporate Governance Dodd-Frank ISS Shareholders

ISS, Notices Of Exempt Solicitation And HP

Pursuant to these definitive additional materials, ISS recently changed course and recommended a vote for HP’s say-on-pay this year. HP apparently obtained ISS’ change in recommendation by the addition of a total shareholder...more

3/14/2013 - Hewlett-Packard ISS Proxy Statements Say-on-Pay Shareholders

ISS Publishes FAQs On New Peer Group Method

ISS has published a series of frequently asked questions on its new peer group selection method. The FAQs explain the new policies. The new procedures give weight in some circumstances to an issuer’s self-selected peers. The...more

12/6/2012 - ISS

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