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 the 2015 proxy season. The updates address topics such as amendments to governing documents, director and executive compensation, board leadership structures, and certain shareholder proposals included in proxy materials. We summarize the most notable updates to these guidelines, below.

ISS -

The ISS voting policy updates are relevant to shareholder meetings taking place on or after February 1, 2015. The two principal updates highlighted by ISS relate to ISS’s adoption of the “Equity Plan Score Card” for evaluating equity plan proposals and changes to ISS’s methodology for evaluating independent chair shareholder proposals. ISS also updated its policies regarding how it will assess nominees on boards where shareholder rights have been unilaterally limited, bylaw proposals where the bylaws contain exclusive forum and fee-shifting provisions, political contributions shareholder proposals, and greenhouse gas emissions shareholder proposals.