Institutional Shareholder Services

News & Analysis as of

Business Roundtable Gives ISS its Views on Proxy Access

The SEC Division of Corporation Finance recently informed public companies that it will express no views on the application of Rule 14a-8(i)(9) during the current proxy season. The Corp Fin decision leaves public companies...more

ISS Publishes FAQs on Equity Plan Scorecard

On December 22, 2014, Institutional Shareholder Services Inc. (“ISS”) released a set of Frequently Asked Questions (“FAQs”) that explain ISS’s new approach to evaluating management equity compensation plan proposals1. ISS...more

Preparing for the 2015 Proxy Season

Similar to last year, there are no new disclosure requirements which need to be reflected in this year’s proxy statement; however, with ongoing shareholder activism and the desire of companies to communicate effectively with...more

ISS Releases FAQs on Equity Plan Scorecard and Independent Chair Policy

On December 22, 2014, Institutional Shareholder Services (ISS), a leading proxy advisory firm, released 20 FAQs on its new Equity Plan Scorecard (EPSC) and nine FAQs on its updated Independent Chair Policy, each of which will...more

Corporate and Financial Weekly Digest - Volume X, Issue 1

In this issue: - SEC Proposes Rule Amendments to Implement JOBS Act Registration Thresholds - ISS Releases FAQs on Equity Plan Scorecard and Independent Chair Policy - FINRA Issues Annual Regulatory and...more

ISS Issues FAQs on Equity Plan Scorecard

As reported in my October 24, 2014 post, Institutional Shareholder Services Inc. (“ISS”), a leading proxy advisory firm, has adopted a new “scorecard” approach to evaluating public company equity compensation plans.  In a...more

ISS Issues FAQs on Independent Chair Policy and Equity Plan Scorecard

ISS previously issued its 2015 policy updates. ISS has now issued FAQs on the independent chair policy and the Equity Plan Scorecard....more

Study Concludes ISS Data on Voting Against Hostile Takeovers is Flawed

On October 22, 2014, ISS published a note on the financial consequences for shareholders to vote “NO” to a proposed hostile takeover. ISS claimed to have demonstrated that those shareholders who voted “No” to a proposed...more

ISS Adopts Discretion in Evaluating Management Equity Plan Proposals – May Lead to Increase in CEO Performance Shares and...

What's New? What's new and interesting about the new ISS "score card rules" are two sentences that say: (i) that an issuer's share plan proposal may pass the Shareholder Value Transfer ("SVT") test but still...more

"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

Blog: CII And Pension Funds Make Their Voices Loud And Clear Over Fee-Shifting Bylaws

As noted in this Reuters post, the Council of Institutional Investors, along with a number of individual pension funds and other institutional investors, have chimed in on the debate currently roiling the Delaware bar over...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

ISS 2015 Proxy Voting Guidelines Include New "Scorecard" Evaluation Policy for Equity Plan Proposals

This month, Institutional Shareholder Services Inc. (ISS) issued its 2015 Proxy Voting Guidelines for the upcoming proxy season, which include the new "Equity Plan Scorecard." As stated by ISS in connection with its October...more

ISS Announces 2015 Canadian Proxy Voting Guideline Updates

Institutional Shareholder Services (ISS) released updates to its Canadian proxy voting guidelines for the upcoming 2015 proxy season. The ISS updates will apply to shareholder meetings of publicly traded Canadian companies...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

Corporate and Financial Weekly Digest - Volume IX, Issue 45

In this issue: - Proxy Advisory Firms Release Policy Updates for 2015 - CBOE Makes Enhancements to Its Market-Maker Trade Notification System - OTC Derivatives Regulators Group Issues Report to G20...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

ISS Publishes 2015 Proxy Voting Guideline Updates

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...more

In Case You Missed It - Interesting Items for Corporate Counsel - November 2014

1.As the year moves to a close, expect lots of chatter about the upcoming 2015 proxy season. Including from us beginning right now. 2.Almost certainly because good corporate governance practices just change so darn...more

Why Commissioner Gallagher Is Not Mistaken On Political Spending Disclosure

In this post published on October 30, I observed: According to Enver Fitch and Limor Bernstock at ISS ESG Proxy Research, shareholders associated with the Center for Political Accountability submitted 47 proposals this...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

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