On January 31, 2025, Vanguard issued its proxy voting policy for US portfolio companies, following the publication of BlackRock’s proxy voting guidelines for benchmark policies – US securities in December 2024. The updates...more
This alert serves as a reminder of certain year-end reporting requirements imposed under Section 6039 of the Internal Revenue Code of 1986, as amended, with respect to...more
1/14/2025
/ Employee Benefits ,
Employee Stock Purchase Plans ,
Incentive Stock Options ,
Internal Revenue Code (IRC) ,
IRS ,
Penalties ,
Reporting Requirements ,
Required Forms ,
Tax Liability ,
Tax Planning ,
Tax Returns
On December 17, 2024, one of the two most influential proxy advisory firms, ISS, released its Proxy Voting Guidelines Benchmark Policy Changes for 2025: US, Canada, and Americas Regional, which provides updates to its voting...more
Institutional Shareholder Services (ISS) uses peer group data as one input in their analysis of a company’s executive pay program that may ultimately impact their vote recommendation for a company’s “say-on-pay” proposal...more
ISS and Glass Lewis annual policy surveys have launched -
As is typical, executive compensation issues are covered in the Institutional Shareholder Services (ISS) and Glass Lewis annual policy surveys this year, with each...more
This alert serves as a reminder of certain year-end reporting requirements imposed under Section 6039 of the Internal Revenue Code of 1986, as amended, with respect to...more
Institutional Shareholder Services (ISS) and Glass Lewis, the two most influential proxy advisory firms, recently released updates to their voting policies for the 2024 proxy season. The ISS US policy update will apply for...more
This alert serves as a reminder of certain year-end reporting requirements imposed under Section 6039 of the Internal Revenue Code of 1986, as amended, with respect to...more
On October 26, 2022, the Securities and Exchange Commission (SEC) adopted a new rule governing the recovery (i.e., clawback) of erroneously awarded incentive compensation. The new rule implements Section 954 of the Dodd-Frank...more
Background On August 25, 2022, the Securities and Exchange Commission (SEC) adopted pay-versus-performance rules (codified in Item 402(v) of Regulation S-K), 12 years after the Dodd-Frank Wall Street Reform and Consumer...more
In response to the COVID-19 pandemic, the IRS recently issued Notice 2020-23 to extend the deadline to July 15, 2020, for any Internal Revenue Code Section 83(b) election that would otherwise have been due on or after April...more
As businesses continue to navigate the health and economic challenges posed by the COVID-19 pandemic, annual shareholder meeting dates are approaching for most public companies. Accordingly, where annual director equity...more
This alert serves as a reminder of certain year-end reporting requirements imposed under Section 6039 of the Internal Revenue Code of 1986, as amended, with respect to incentive stock option exercises and transfers of stock...more
What is QualityScore?
Institutional Shareholder Services (ISS) rates corporate governance quality and risk for companies in 30 markets, including constituents of the US Russell 3000, through a product called "QualityScore"...more
On Tuesday, the IRS issued widely-anticipated guidance regarding certain amendments that were made by the Tax Cuts and Jobs Act to Section 162(m) of the Internal Revenue Code. Under Section 162(m), compensation paid to a...more
At the end of June, the SEC voted unanimously to amend the definition of "smaller reporting company," or SRC, allowing more companies to take advantage of the scaled disclosures permitted, on an item-by-item basis, for...more
In recent years, there has been an increase in Delaware breach of fiduciary duty claims (including stockholder demands and actual cases) asserted against public company boards alleging that the directors engaged in...more
This alert serves as a reminder of certain year-end reporting requirements imposed under Section 6039 of the Internal Revenue Code of 1986, as amended, with respect to incentive stock option exercises and transfers of stock...more
Glass Lewis uses Equilar Market Peers to analyze companies' executive pay and relative company performance when formulating say-on-pay vote recommendations for its institutional investor clients. When developing Market Peers,...more
Each year, Institutional Shareholder Services (ISS) constructs its own peer groups to analyze companies' executive pay and relative company performance. In doing so, it takes into account each company's self-selected peer...more
What is QualityScore?
Institutional Shareholder Services (ISS) rates corporate governance quality and risk for companies in 30 markets, including constituents of the U.S. Russell 3000, through a product called...more
Institutional Shareholder Services Inc. (ISS) constructs its own peer groups to analyze companies' executive pay and relative company performance. In doing so, it takes into account each company's self-selected peer companies...more
ISS and Glass Lewis are continuing to apply special scrutiny to certain corporate governance provisions of "newly public" companies (generally, companies that have gone public in 2014 or later). In short, the latest policies...more
This alert serves as a reminder of certain year-end reporting requirements imposed under Section 6039 of the Internal Revenue Code of 1986, as amended, with respect to incentive stock option exercises and transfers of stock...more
Institutional Shareholder Services (ISS) and Glass Lewis (GL), the two most influential proxy advisory firms, recently released updates to their voting policies for 2017. Both ISS and GL issued policy updates on director...more
12/29/2016
/ Director Compensation ,
Directors ,
EBITDA ,
Glass Lewis ,
Initial Public Offering (IPO) ,
Institutional Shareholder Services (ISS) ,
Pay-for-Performance ,
Proxy Advisors ,
Proxy Voting Guidelines ,
Shareholder Proposals ,
Shareholders ,
Total Shareholder Return (TSR)