ISS Issues U.S. Proxy Voting Guidelines for 2012

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On November 17, 2011, Institutional Shareholder Services (ISS) released its 2012 proxy voting guidelines, which are effective for shareholder meetings on or after February 1, 2012. ISS is the leading proxy advisory firm in the United States, and academic and professional research suggests that a voting recommendation by ISS can change the outcome of a shareholder vote by 15 to 20 percent (or more). As a result, it is important for every public company to understand ISS's policies and how the company's practices measure up to those policies in order to take proactive steps related to anticipated or actual negative voting recommendations.

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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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