On November 17, Institutional Shareholder Services Inc. (ISS), a leading provider of corporate governance solutions to the global financial community, released its final 2012 updates to its proxy voting guidelines, which will be used by ISS in formulating its 2012 voting recommendations for publicly held companies with shareholder meetings on or after February 1, 2012. The key changes are discussed below.

Proxy Access

On September 20, 2011, the Securities and Exchange Commission (SEC) adopted an amendment to Exchange Act Rule 14a-8(i)(8), under which a U.S. public company is generally required to include in its proxy materials shareholder proposals that either request the board to implement proxy access, or, if permitted under state law (as in Delaware), to amend the company's bylaws to implement proxy access. As a result, it can be expected that there will be a number of shareholder proposals along these lines in the coming proxy season and in future years.