It appears the lone ISS policy update for the US will be to Severance Agreements for Executives/Golden Parachutes.
ISS will vote on a case-by-case basis on shareholder proposals requiring that executive severance...more
ISS has announced the planned January 10 launch of a new data verification (DV) portal for U.S. corporations ahead of the 2022 annual meeting season. According to ISS, the launch represents a major expansion of ISS’ current...more
ISS has released updates to its 2022 ISS benchmark proxy voting policies. The updated policies will generally be applied for shareholder meetings taking place on or after Feb. 1, 2022, except for those updates that are being...more
In 2019, the SEC proposed changes to its proxy advisor rules (the “2019 Proposed Rules”). Later the SEC adopted final rules regarding proxy voting advice (the “2020 Final Rules”) provided by proxy advisory firms, or proxy...more
ISS has published proposed policy changes for 2022 for public comment. The following summarizes proposed changes for the U.S. market....more
11/9/2021
/ Board of Directors ,
Climate Change ,
Comment Period ,
Corporate Governance ,
Disclosure Requirements ,
Diversity and Inclusion Standards (D&I) ,
Greenhouse Gas Emissions ,
Institutional Shareholder Services (ISS) ,
Policy Statement ,
Publicly-Traded Companies ,
Regulatory Agenda ,
Regulatory Reform ,
Task Force on Climate-related Financial Disclosures (TCFD) ,
Voting Rights
Our preliminary list of important planning considerations for the 2022 proxy season is set forth below. -
Directors’ and Officers’ Questionnaires; Committee Charters -
We have identified only a few possible changes...more
9/24/2021
/ Annual Meeting ,
Board of Directors ,
Clawbacks ,
Climate Change ,
Corporate Governance ,
Disclosure Requirements ,
Form 10-K ,
Institutional Shareholder Services (ISS) ,
Listed Company Manual ,
MD&A Statements ,
NYSE ,
Proxy Advisors ,
Proxy Season ,
Proxy Voting Guidelines ,
Publicly-Traded Companies ,
Say-on-Pay ,
Securities and Exchange Commission (SEC)
ISS has opened its annual benchmark policy survey. The survey usually foreshadows upcoming changes to its policies....more
ISS has posted its usual suite of interpretive material for the upcoming proxy season.
The Compensation FAQs note exceptional circumstances of the COVID-19 pandemic and its impact on company operations will be considered...more
ISS announced the launch of its annual benchmark voting policy comment period. ISS has made available for public comment a number of proposed changes to ISS’ benchmark voting policies for 2021. Key proposed changes for the...more
ISS has launched its 2021 Annual Policy Survey. Generally, the survey is the first step in ISS’ annual benchmark policy development process....more
In this publication ISS Special Counsel Pat McGurn discusses his views on lessons learned during economic crises over the past three decades and what that means for governance during and after the COVID-19 pandemic....more
ISS issued guidance on its policy application in light of the global impacts of the COVID-19 pandemic. The guidance addresses how ISS plans to apply ISS’ benchmark proxy voting policies over the coming months as annual...more
ISS has launched a new specialty Climate Voting Policy. Other specialty voting policies maintained by ISS include SRI, Sustainability, Faith-Based, Taft-Hartley, and Public Fund policies....more
ISS has announced its 2020 policy updates. The summary below is largely extracted from ISS’ executive summary or the commentary in the updated policies....more
11/12/2019
/ Benchmarks ,
Board of Directors ,
Corporate Governance ,
Diversity ,
Employee Incentive Plans ,
Gender-Based Pay Discrimination ,
Institutional Shareholder Services (ISS) ,
Pay Gap ,
Policy Updates ,
Proxy Voting Guidelines ,
Publicly-Traded Companies ,
Repurchases ,
Shareholder Proposals
At an open meeting on November 5th, SEC Commissioners voted 3-2 to propose potentially significant changes to the shareholder proposals process under Rule 14a-8 with respect to the bases upon which issuers can seek to omit...more
11/7/2019
/ Glass Lewis ,
Institutional Shareholder Services (ISS) ,
Proxy Advisors ,
Proxy Materials ,
Proxy Season ,
Publicly-Traded Companies ,
Regulatory Agenda ,
Rule 14a-8 ,
Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Shareholder Proposals ,
Threshold Requirements
ISS announced the launch of its benchmark voting policy comment period which will help set policy for the upcoming proxy season....more
10/8/2019
/ Benchmarks ,
Comment Period ,
Corporate Governance ,
Dual Class Share Structures ,
Independent Boards ,
Institutional Shareholder Services (ISS) ,
Policy Statement ,
Proxy Season ,
Proxy Voting ,
Publicly-Traded Companies ,
Shareholder Proposals ,
Stock Repurchases ,
Sunset Provisions
Our preliminary list of important planning considerations for the 2020 proxy season is set forth below.
Directors’ and Officers’ Questionnaires; Committee Charters -
We have identified only a few possible changes to...more
9/17/2019
/ Accelerated Filers ,
Board of Directors ,
Corporate Governance ,
Corporate Issuers ,
Corporate Officers ,
Disclosure Requirements ,
EDGAR ,
Filing Requirements ,
Fixing America’s Surface Transportation Act (FAST Act) ,
GAAP ,
Hedging ,
Institutional Shareholder Services (ISS) ,
MD&A Statements ,
Proxy Season ,
Proxy Statements ,
Proxy Voting Guidelines ,
Publicly-Traded Companies ,
Regulation S-K ,
Say-on-Pay ,
Section 162(m) ,
Securities and Exchange Commission (SEC) ,
Shareholder Proposals ,
Tax Cuts and Jobs Act ,
XBRL Filing Requirements
ISS has prepared a whitepaper that analyzes trends in director overboarding. The whitepaper notes that in the 2019 proxy season, “overboarding” became a center-stage issue for many companies and investors. Several large asset...more
Institutional Shareholder Services Inc. has launched its Annual Policy Survey. The survey is a key component of ISS’ annual benchmark policy development process, looking at potential policy changes globally for 2020 and...more
7/24/2019
/ Benchmarks ,
Board of Directors ,
CEOs ,
Climate Change ,
Compensation & Benefits ,
Corporate Governance ,
Diversity ,
Executive Compensation ,
Gender Discrimination ,
Institutional Investors ,
Institutional Shareholder Services (ISS) ,
Publicly-Traded Companies ,
Surveys
ISS ESG, an arm of ISS, released ESG Review 2019, an annual analysis of the state of adherence by companies across the globe to environmental, social, and governance (ESG) criteria. ...more
5/20/2019
/ Banking Sector ,
Biotechnology ,
Business Strategies ,
Corporate Governance ,
Corporate Social Responsibility ,
Emerging Markets ,
Environmental Social & Governance (ESG) ,
Human Rights ,
Institutional Shareholder Services (ISS) ,
Pharmaceutical Industry ,
Publicly-Traded Companies ,
Rating System
ISS has published preliminary frequently asked questions related to compensation policies for 2019. Some key observations are noted below. Will any of the quantitative pay-for-performance screens change for 2019?...more
ISS has released updates to its 2019 benchmark proxy voting policies. There is no impact for the upcoming 2019 proxy season for U.S. companies. Board Gender Diversity...more
On September 28, 2018, S&P Dow Jones Indices and MSCI, Inc. will introduce a new grouping to their Global Industry Classification Standard (GICS) system. This new classification, coded 5020, will be called “Media &...more
For those who want to start preparing for the 2019 proxy season, our preliminary list of important considerations is set forth below:
Review 162(m) Disclosures in Proxy Statements...
...more
8/23/2018
/ Corporate Governance ,
Corporate Issuers ,
Cybersecurity ,
Disclosure Requirements ,
Dodd-Frank ,
Emerging Growth Companies ,
Executive Compensation ,
Form 10-K ,
Institutional Shareholder Services (ISS) ,
Pay Ratio ,
Popular ,
Proxy Season ,
Proxy Statements ,
Proxy Voting Guidelines ,
Regulatory Oversight ,
Regulatory Requirements ,
Section 162(m) ,
Shareholder Proposals ,
XBRL Filing Requirements
ISS has launched its annual global policy survey which often foreshadows changes to its voting guidelines. As in 2017, this year’s survey is being conducted in two parts, starting with a high-level ISS Governance Principles...more