On December 19, 2023, ISS Governance announced updates to its 2024 benchmark proxy voting policies. The full text of the updated benchmark policies for 2024 should be available later this month and will generally apply to shareholder meetings held on or after February 1, 2024.

According to ISS’s Policy Updates for 2024, only one update is contemplated for its U.S. Proxy Voting Guidelines (U.S. Guidelines). In the Shareholder Proposals on Compensation section of its U.S. Guidelines, ISS is updating its policy with respect to severance agreements for executives/golden parachutes to provide that, generally, it will vote case-by-case on shareholder proposals requiring that executive severance (including change-in-control related, or “golden parachute”) arrangements or payments be submitted for shareholder ratification and, when evaluating such vote, ISS will consider several factors, including the nonexclusive list of factors in its updated U.S. Guidelines. For more information on ISS’s voting policy development process, please see its Executive Summary of ISS Benchmark Policy Updates.

As a reminder, on November 16, 2023, Glass Lewis released its 2024 U.S. Benchmark Policy Guidelines, effective for shareholder meetings on or after January 1, 2024. These guidelines incorporated several updates including, among others, with respect to cyber risk oversight, clawback provisions, board oversight of environmental and social issues, board accountability for climate-related issues, material weaknesses, and executive stock ownership guidelines.