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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