International Shareholder Services (ISS) has made available for public comment certain proposed changes to ISS’ benchmark voting policies for 2018 that could generally become effective for the upcoming proxy season. In the U.S., ISS is proposing three changes:

• Gender Pay Gap Shareholder Proposals: ISS is proposing specific factors to consider when making a recommendation with respect to gender pay gap shareholder proposals, including a company’s current diversity and inclusion policies and related disclosure, whether the company has been the subject of recent controversy or litigation related to gender pay gap issues, and whether the company's reporting regarding gender pay gap policies or initiatives is lagging its peers.
• Non-Employee Director Compensation: The policy will focus on excessive non-employee director pay without a compelling rationale or other mitigating factors. There would be no impact on vote recommendations in 2018 for directors as a result of this proposed policy.
• Poison Pills: ISS is proposing to recommend against all board nominees, every year, at companies who maintain a long-term poison pill that has not been approved by shareholders.

The comment period will run through 5 p.m. ET on November 9, 2017. ISS expects to announce its final 2018 benchmark policy changes during the second half of November.

We have published a comprehensive analysis of the ISS proposal on the Stinson blog Dodd-Frank.com.