ISS Publishes FAQs for Policies on Proxy Voting Recommendations


On December 14 and January 4, Institutional Shareholder Services (ISS) published FAQs regarding its policies for determining proxy voting recommendations for meetings to be held on or after February 1. As described in the December 3, 2010, edition of Corporate and Financial Weekly Digest, ISS previously published its updated recommendation policies for the 2011 proxy season. The FAQs addressed ISS policies related to, among other things, executive compensation, director elections and other corporate governance matters, including the following:

Executive Compensation

While ISS reiterated its position that it will generally recommend that shareholders vote for annual advisory votes on compensation, ISS clarified that a recommendation by management that shareholders approve say-on-pay votes biennially or triennially would not trigger a negative recommendation for other proxy proposals.

ISS provided a complete list of “egregious” pay practices that are likely to result in a recommendation by ISS that shareholders vote against (or withhold votes for) say-on-pay proposals...

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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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