Focus on Securities/Corporate Finance - December 2012: Updates to the ISS and Glass Lewis 2013 Proxy Voting Guidelines affecting TSX and TSX-V Companies


Both Institutional Shareholder Services Inc. (“ISS”) and Glass Lewis & Co. (“GL”) released updates in November 2012 to their proxy voting recommendation guidelines for the 2013 shareholder meeting season. Below is a summary of the changes relevant to TSX and TSX-V listed companies.

Director Elections -

Director Elections by Slate -

To align with the TSX rule amendment coming into effect December 31, 2012, prohibiting the election of directors as a slate, and the similar prohibition under the TSX-V policies, ISS will recommend withholding votes from all directors nominated by slate ballot, other than on contested director elections. While the updated GL guidelines similarly noted the TSX and TSX-V rules prohibiting director elections by slate, GL indicates that it may on a case by case basis support slate director elections for companies listed on exchanges other than the TSX.

Please see full article below for more information.

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DISCLAIMER: Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations.

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