News & Analysis as of

"Checklist of Matters to Be Considered for the 2015 Annual Meeting and Reporting Season"

As our clients and friends once again embark on preparations for their 2015 annual meeting and reporting season, we have compiled a checklist of the corporate governance, executive compensation and disclosure matters that we...more

2014 End of Year Plan Sponsor “To Do” List (Part 3) Executive Compensation

As 2014 comes to an end, we are pleased to present you with our traditional End of Year Plan Sponsor “To Do” Lists. This year we are presenting our “To Do” Lists in three separate SW Benefits Updates. Part 1 of the series...more

ISS and Glass Lewis Update Their Proxy Voting Guidelines

Institutional Shareholder Services (ISS) and Glass, Lewis & Co. (Glass Lewis), two of the leading providers of corporate governance research and proxy voting services, have published their updated proxy voting guidelines for...more

Proxy Advisory Firms Release Policy Updates for 2015

Institutional Shareholder Services (ISS) and Glass Lewis, two leading proxy advisory firms, recently published their 2015 proxy voting guidelines for US companies, which include several updates applicable to the 2015 proxy...more

ISS and Glass Lewis Adopt 2015 Voting Policies

Proxy advisory firms Institutional Shareholder Services Inc. (ISS) and Glass Lewis have both released their voting policies for the 2015 proxy season. The policy changes for U.S. companies include updates to the firms’...more

ISS and Glass Lewis Update their Proxy Voting Guidelines for 2015

Proxy research and advice entities Institutional Shareholder Services Inc. (“ISS”) and Glass, Lewis & Co., LLC (“Glass Lewis”) recently updated the guidelines each service will use to inform their voting recommendations for...more

The Next Wave of Proxy Access Proposals: What Issuers Should Know and How They Can Prepare

The Comptroller of the City of New York, who oversees pension funds with a combined $160 billion in assets, recently submitted proxy access shareholder proposals at 75 U.S. public companies as part of its Boardroom...more

ISS and Glass Lewis Update Proxy Voting Guidelines for 2015

Institutional Shareholder Services Inc. (ISS) and Glass, Lewis & Co., LLC, issued their respective annual updates to their proxy voting guidelines on November 6, 2014. As revised these guidelines have important implications...more

Proxy Advisory Firms Update Policies with Respect to Executive Compensation for the 2015 Proxy Season

Two of the leading shareholder proxy advisory firms, Institutional Shareholder Services (“ISS”) and Glass Lewis & Co. ("Glass Lewis"), released updates to their proxy voting guidelines for the 2015 proxy season. In sum, there...more

ISS, Glass Lewis Release 2015 Proxy Voting Updates; Espouse Nuanced Review of Equity Compensation Practices

Proxy advisory firms Institutional Shareholder Services, or ISS, and Glass Lewis released their 2015 executive compensation proxy voting updates that may be particularly relevant for public companies that intend to submit new...more

Executive Compensation and Employee Benefits Alert: ISS Issues Draft Policy Changes for 2014 Comments Due by October 29, 2014

On October 15, 2014, Institutional Shareholder Services (ISS) published its draft policy changes for 2015 and opened a public comment period ending October 29, 2014. The proposed revisions for U.S. listed companies are...more

Changes on Horizon for Equity Compensation Plans as ISS Issues New Draft Policy

Recent announcements by Institutional Shareholder Services Inc. (“ISS”), a proxy voting advisor, indicate that publicly held U.S. companies may need to consider implementing certain modifications to their equity compensation...more

ISS Publishes Results of Annual Global Voting Policy Survey

On September 29, Institutional Shareholder Services (ISS), a leading proxy advisory firm, published the results of its 2014–2015 global voting policy survey. The survey, which, according to ISS, received more than 370...more

Lead Director Network: Viewpoints: Proxy trends and advisory firm policy

Lead Director Network (LDN) and Compensation Committee Leadership Network (CCLN) members met jointly on July 17, 2014 to discuss proxy advisory firm policy and trends from the 2014 proxy season. They were joined for part of...more

Proxy Advisory Firms Update

This year, our proxy advisory firm update focuses on ISS, which issued policy updates on November 21, 2013 that will take effect for annual meetings held on or after February 1, 2014. In connection with announcing its updated...more

The Latest in Bylaws–No Director Third-Party Compensation

Every now and then a bylaw amendment gains favor in corporate America. A few brave companies act as early adopters. Then, if the concept has merit and nothing bad happens, other companies follow suit until it becomes...more

New ISS Position on Third Party Compensation Director Disqualification Bylaws in the US

In connection with the upcoming annual meeting of Provident Financial Holdings, Inc., the Proxy Advisory Services arm of Institutional Shareholder Services has recommended that Provident Financial’s stockholders withhold...more

"Shareholder Activism in the US Banking Industry"

Although the 2012 and 2013 proxy seasons saw increased (and highly publicized) shareholder activism across a range of industries, that trend has not yet made its way to the U.S. banking industry. Over the last two proxy...more

ISS Publishes 2014 Draft Policy Changes; Comments Due by November 4, 2013

On October 21, 2013, Institutional Shareholder Services Inc. (“ISS”) published its key draft policy changes for the 2014 proxy season (the “Draft Policies”). There are only two proposed updates for the US, neither of which...more

"Executive Compensation and Benefits Alert: Skadden’s Proxy Watch: Latest 2013 Say-on-Pay Trends and a Proxy Litigation Update"

As the 2013 proxy season heads into its final weeks, we are continuing to monitor say-on-pay vote results and supplemental filing trends, as well as the most recent waves of proxy-related litigation, and have the following...more

"Executive Compensation and Benefits Alert: Skadden’s 2013 Proxy Watch: Emerging Say-on-Pay Trends and Litigation Developments"

Early Lessons From the 2013 Proxy Season - As Skadden monitors the initial weeks of the 2013 proxy season, we are seeing the following preliminary trends: Vote Results - Of the first 279 companies of the...more

Proxy Season Brings a Third Wave of “Gotcha” Shareholder Litigation

Proxy season is upon us and the plaintiffs’ bar is demonstrating its resourcefulness by bringing a third wave of shareholder litigation. This new wave, which has not crested yet, consists of a return to derivative shareholder...more

Planning for the 2013 Annual Meeting and Reporting Season

As companies prepare for the 2013 annual meeting and reporting season, we have compiled an overview of the corporate governance and disclosure matters that companies should consider as they draft this season’s disclosure...more

Skadden's 2013 Insights: Governance

Say-on-pay has contributed to an environment where shareholder engagement is an increasingly critical component of corporate governance. In this section, we take a broad look at the corporate governance landscape to...more

ISS Publishes Updated FAQs for its Proxy Voting Policies

On December 20, Institutional Shareholder Services (ISS) published updated FAQs regarding its proxy voting policies and procedures. The updated FAQs address, among other things, ISS’ policies for evaluating executive...more

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