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ISS Announces Results of 2018 Benchmark Voting Policy Survey

ISS released the results of its annual global benchmark voting policy survey. ISS received 602 total responses to this year’s survey, of which 129 were from institutional investors and their organizations, representing an...more

Preliminary Planning for the 2018 Proxy Season

Rule 14a-21(b) requires a say-on-pay frequency vote every six years. Many issuers included a frequency vote in their 2017 proxy because they were subject to the initial rules when they became effective for shareholders’...more

ISS Releases 2018 Policy Survey

As is usual in the doldrums of summer, ISS has released its 2018 policy survey which generally foreshadows changes to ISS’ voting policies. In prior years, not everything on the survey resulted in a new voting policy. ...more

ISS Provides Updated Compensation Plan and Executive Compensation FAQs

ISS has updated its equity compensation plan FAQs. New and materially updated questions include: - If a company grants performance-based awards, how will the shares be counted for the purposes of calculating burn...more

ISS Announces 2017 Benchmark Policy Updates

ISS has announced its 2017 policy changes. Some key changes for the U.S. are discussed below. Restrictions on Binding Shareholder Proposals. ISS has adopted a new policy when shareholders do not have the ability to...more

11/22/2016  /  Benchmarks , Bylaws , ISS , SEC , Shareholder Proposals

Trump and the Repeal of Dodd-Frank

Observers widely believe President-Elect Trump will attempt to dismantle much of the Dodd-Frank Act. While to many it is an interesting idea, it may not have the consequences many believe. Take, for instance, the...more

ISS Announces Pay-for-Performance Methodology Updates for 2017

ISS announced changes to the methodology underlying its pay-for-performance models for companies in the U.S. and other markets to take effect Feb. 1, 2017. ISS will present relative evaluations of return on equity,...more

ISS Announces Rebranded Governance Rating System and New Factors

ISS has announced the adoption of QualityScore, a benchmark of corporate governance. QualityScore was previously known as QuickScore, and before that by the monikers “GRId” and “CGQ.” For US companies, the following is a...more

ISS Launches 2017 ISS Benchmark Policy Comment Period

ISS announced the launch of its 2017 benchmark voting policy consultation period. The open comment period, which will solicit views from governance stakeholders globally on certain proposed voting policies for 2017, will run...more

NYC Comptroller Announces 2016 Proxy Access Shareholder Proposals

Some things are as certain as death, taxes and Adobe updates. There will always be a proxy season, and maybe 15 years ago we started to think about ISS. Now the list has grown to include Scott Stringer, Comptroller of the...more

ISS Issues 2016 FAQs and Addresses Proxy Access

ISS has issued a U.S. Equity Compensation Plans FAQ, U.S. Executive Compensation Policies FAQ and a U.S. Policies and Procedures FAQ. Here is a rough comparison of the 2015 U.S. Compensation Policies FAQ to the 2016 U.S....more

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

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

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

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

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

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

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

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

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

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

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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