On November 6, 2014, Institutional Shareholder Services Inc. (“ISS”) released the 2015 updates to its benchmark proxy voting policies, having received comments to the draft policies it released on October 15, 2014. The final 2015 policies are substantially similar to the two updates included in the draft policies—the first relating to management equity compensation plan proposals and the second relating to independent board chair shareholder proposals. The 2015 policies also include additional updates relating to litigation rights and certain environmental and social issues. The 2015 policies generally will be effective for shareholder meetings of publicly traded companies held on or after February 1, 2015.

Management Equity Compensation Plan Proposals -

Under its current policies, ISS uses a series of six “pass/fail” tests to evaluate equity plan proposals. For 2015, ISS has adopted a more nuanced approach to evaluate equity share plan proposals, which will consider a range of positive and negative factors related to plan features and historical grant practices. This is referred to as the Equity Plan Scorecard (“EPSC”). The EPSC evaluates three “pillars”—plan cost, plan features and grant practices. A company’s total EPSC score will determine whether a “For” or “Against” recommendation is warranted.