ISS 2013 Policy Updates

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On November 16, 2012, Institutional Shareholder Services (“ISS”) released its policy updates to its voting guidelines for the 2013 proxy season. The 2013 updates include a revised methodology for the selection of the ISS peer group, which includes the consideration of a company’s self-selected peer group, for purposes of a company’s quantitative pay-for-performance evaluation, the use of “realizable” pay as part of a company’s qualitative pay-for-performance evaluation and a voting recommendation against directors of companies whose executives or directors have engaged in any hedging or significant pledging of company stock.

ISS will apply the updated policies to all publicly-traded company shareholder meetings on or after February 1, 2013 and ISS has indicated that it will release updates to its Frequently Asked Questions with additional guidance next month.

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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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