News & Analysis as of

Say-on-Pay Institutional Shareholder Services

Preliminary Planning for the 2018 Proxy Season

Rule 14a-21(b) requires a say-on-pay frequency vote every six years. Many issuers included a frequency vote in their 2017 proxy because they were subject to the initial rules when they became effective for shareholders’...more

Say on Pay Failure Results 2017

by Snell & Wilmer on

Of the 7% of Russell 3000 companies that received “against” vote recommendations from ISS on their say on pay proposals this 2017 proxy season, some of the cited reasons for the negative vote recommendations from ISS...more

Institutional Shareholder Services Changes 2017 Voting Policy Applicable to Business Development Companies

Reminder to Internally-Managed Business Development Companies Regarding Shareholder Engagement Following Say-on-Pay Vote - A. 2017 Voting Policy Change - In November 2016, Institutional Shareholder Services Inc....more

"Key Takeaways: Corporate Governance Series — Key Trends in Executive Compensation, Employment Law and Compensation Committee...

On February 28, 2017, Skadden hosted a webinar titled “Key Trends in Executive Compensation, Employment Law and Compensation Committee Practices.” The Skadden panelists were labor and employment law partner David Schwartz,...more

Important Reminders for the 2017 Proxy Season

The following are some important reminders and updates for the 2017 proxy season. Say-When-on-Pay - Required Vote in 2017 - The Securities and Exchange Commission (SEC) requires companies to conduct a...more

The Hot List: 2017 proxy season trends and action items

by DLA Piper on

As we enter 2017, we want to bring to your attention a few items that we believe will play a prominent role in the upcoming 2017 proxy season. In 2016, as we had predicted, proxy access was the foremost hot topic,...more

Preparation for 2016 Fiscal Year-End SEC Filings and 2017 Annual Shareholder Meetings

by Mintz Levin on

As our clients and friends know, each year Mintz Levin provides an analysis of the regulatory developments that impact public companies as they prepare for their fiscal year-end filings with the Securities and Exchange...more

Corporate Communicator - 2017 Annual Meeting Season

by Snell & Wilmer on

Dear clients and friends, We present our traditional year-end issue of Snell & Wilmer’s Corporate Communicator to help you prepare for the upcoming annual report and proxy season. This issue highlights SEC reporting and...more

ISS Provides Updated Compensation Plan and Executive Compensation FAQs

ISS has updated its equity compensation plan FAQs. New and materially updated questions include: - If a company grants performance-based awards, how will the shares be counted for the purposes of calculating burn...more

Preparing for the 2017 Public Company Reporting Season

by Perkins Coie on

Reevaluate Non-GAAP Disclosures in Light of Updated C&DIs and Other SEC Actions. As the reporting season gets underway, reviewing non-GAAP disclosure practices should remain a top priority in light of the new and updated...more

ISS Updates Pay-for-Performance Methodology: A Welcome Development

by McGuireWoods LLP on

On Nov. 8, 2016, Institutional Shareholder Services (ISS) announced changes to its pay-for-performance methodology for U.S., Canadian and European companies broadening the financial measures that it will consider in its...more

Trump and the Repeal of Dodd-Frank

Observers widely believe President-Elect Trump will attempt to dismantle much of the Dodd-Frank Act. While to many it is an interesting idea, it may not have the consequences many believe. Take, for instance, the...more

What Can Public Companies Learn from the ISS Policy Survey for the 2017 Proxy Season?

Institutional Shareholder Services Inc. (ISS) announced the results of its 2016-2017 policy survey on September 29, 2016, which included responses from 115 institutional investors, 270 corporate issuers and 17...more

ISS Survey Results Regarding Pay-for-Performance and Say-on-Pay Frequency

Institutional Shareholder Services Inc. (“ISS”), the influential proxy advisory firm, recently released their 2016-2017 Global Policy Survey results. These results show some interesting findings related to executive...more

Blog: Investors Challenge Fund Managers On Say-On-Pay Vote Practices

by Cooley LLP on

Support for management on say-on-pay votes for the 2016 season so far (data as of May 18) continues at about the same level as in prior years – a median approval rate of 95% among the S&P 500, according to Compensation...more

Update on Institutional Shareholder Voting Guidelines on Management Say-on-Pay and Incentive Plan Proposals

This Alert is an update to last year's Client Alert on the same topic, which also discussed how to win a proxy fight despite a "no" recommendation from Institutional Shareholder Services ("ISS") and/or Glass Lewis. The...more

2016 Proxy Season Field Guide

by Morrison & Foerster LLP on

The 2016 proxy season occurs in an environment of heightened shareholder activism and an ever-increasing focus on compensation and corporate governance disclosures. This Proxy Season Field Guide provides you with an overview...more

"Planning for the 2016 Annual Meeting and Reporting Season"

Each company faces important decisions in preparing for its 2016 annual meeting and reporting season. We have prepared a checklist of essential areas we believe companies should focus on as they plan for 2016, including...more

Executive Compensation Alert: ISS Peer Group Update Submission Period Open

by Fenwick & West LLP on

ISS Corporate Solutions (“ISS”) has announced that it will accept updates of changes to the peer group company lists for its Say on Pay (“SOP”) voting recommendations for publicly traded companies that hold annual stockholder...more

Updated Compensation Peer Groups for ISS and Glass Lewis

Institutional Shareholder Services (“ISS”) is now accepting updates to a company’s list of self-selected peers until 8:00PM EST on December 11, 2015. In determining the comparison group used by ISS in its evaluation of a...more

ISS Releases 2016 Draft Voting Policy Changes for Comment

On October 26, Institutional Shareholder Services (ISS), a leading proxy advisory firm, released for comment draft voting policy changes for 2016. The three proposals are as follows...more

ISS Launches 2016 Benchmark Policy Consultation

ISS has made available for public comment certain proposed voting policies for 2016. In the United States ISS has proposed policies relating to unilateral board actions, director overboarding and compensation at...more

Preliminary Planning for the 2016 Proxy Season

Some will want to start preliminary planning for the 2016 proxy season. It has been a bewildering year of developments, but most will be thankful that there are relatively few new rules that must be implemented at this time....more

Blog: Efforts To Reform Executive Compensation Follow The Law Of Unintended Consequences

by Cooley LLP on

Remember how “say on pay” was supposed to put the lid on soaring executive pay? And just how has that turned out? According to a study conducted by ISS affiliates, (reported in Compliance Week ) the average compensation...more

ISS Posts FAQs on Compensation Policies

ISS has posted new FAQs on U.S. compensation policies. There are 104 FAQs spanning 43 pages. Given their breadth, they are difficult to summarize. But they cover topics ranging from say-on-pay, pay-for-performance...more

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