News & Analysis as of

Board of Directors Say-on-Pay Institutional Shareholder Services (ISS)

Venable LLP

Responding to Stockholder Proposals, Director Elections and Say-On-Pay Votes

Venable LLP on

​​​​​​​As boards of directors of public companies prepare for their 2023 annual meetings and, relatedly, consider the voting results from 2022 annual meetings, we are being asked for advice concerning (a) the duties of...more

Stinson - Corporate & Securities Law Blog

Preliminary Planning for the 2022 Proxy Season

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

BCLP

Don’t Forget! Refresher on Glass Lewis COVID-19-Related Guidance and ISS Compensation-Related FAQs

BCLP on

For companies knee deep in proxy statement drafting and 2021 executive compensation decisions, we recommend a quick refresher on Glass Lewis’ December 2020 Approach to Executive Compensation in the Context of the COVID-19...more

Fenwick & West LLP

Glass Lewis Announces 2021 Proxy Voting Policy Guidelines

Fenwick & West LLP on

Glass Lewis announced updates to its United States Proxy Voting Policy Guidelines late November 2020. The 2021 Proxy Voting Policy Guidelines include a variety of changes from the 2020 version, including new provisions...more

Latham & Watkins LLP

Key Compensation Items for the 2020 Proxy Season and Beyond

Latham & Watkins LLP on

Public companies should consider recent SEC and proxy advisory developments and other perennial executive compensation matters. This Client Alert offers a summary of the key executive compensation related reminders and...more

Bennett Jones LLP

2020 ISS and Glass Lewis Updates to Canadian Proxy Voting Guidelines

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Institutional Shareholder Services ("ISS") and Glass, Lewis & Co ("Glass Lewis") have both released their updates to their respective Canadian proxy voting guidelines for the 2020 proxy season. The ISS updates apply to...more

Eversheds Sutherland (US) LLP

Considerations for the 2020 proxy season

Companies preparing for their annual shareholder meetings will need to consider a variety of factors, including new guidance from the Securities and Exchange Commission (SEC) and recommendations from Glass, Lewis & Co. (Glass...more

Smith Anderson

ISS and Glass Lewis Proxy Guidance 2020

Smith Anderson on

Institutional Shareholder Services (ISS) and Glass, Lewis & Co. (Glass Lewis), the two leading providers of corporate governance research and proxy voting services, have published their updated proxy voting guidelines for...more

Snell & Wilmer

Annual Meeting and Other Considerations

Snell & Wilmer on

Climate Scorecard. At this point, public companies are keenly aware of the growing emphasis shareholders place on companies’ practices in regard to environmental, social and governance (“ESG”) issues. In furtherance of that...more

Skadden, Arps, Slate, Meagher & Flom LLP

Matters To Consider for the 2020 Annual Meeting and Reporting Season

Companies have important decisions to make as they prepare for the 2020 annual meeting and reporting season. We have prepared a checklist of key corporate governance, executive compensation and disclosure matters on which we...more

King & Spalding

Proxy Advisory Firms Issue Voting Policy Updates for 2020 Proxy Season

King & Spalding on

Proxy advisory firms Institutional Shareholder Services (“ISS”) and Glass, Lewis & Co. (“Glass Lewis”) have issued updated proxy voting guidelines for the upcoming 2020 proxy season. Notable policy updates issued by one or...more

Fenwick & West LLP

ISS and Glass Lewis Issue Policy Updates for the 2020 Proxy Season

Fenwick & West LLP on

Recently, Institutional Shareholder Services (ISS) and Glass Lewis released revisions to their respective proxy voting guidelines for 2020. The ISS and Glass Lewis updates applicable to U.S. companies are discussed separately...more

Stinson - Corporate & Securities Law Blog

Preliminary Planning for the 2020 Proxy Season

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

Skadden, Arps, Slate, Meagher & Flom LLP

ISS Issues FAQ Related to 2019 US Compensation Policies

On December 14, 2018, Institutional Shareholder Services (ISS) issued updated Frequently Asked Questions (FAQ) related to its U.S. Compensation Policies effective for shareholder meetings occurring on or after February 1,...more

McGuireWoods LLP

ISS Updates Proxy Voting Guidelines for U.S. Public Companies

McGuireWoods LLP on

Last month, Institutional Shareholder Services (ISS) updated its proxy voting guidelines for the upcoming proxy season. The updates, summarized in part below, are effective for shareholder meetings on or after Feb. 1, 2018....more

Skadden, Arps, Slate, Meagher & Flom LLP

ISS Announces 2018 Updates to US Proxy Voting Guidelines

Proxy advisory firm Institutional Shareholder Services (ISS) recently announced updates to its U.S. proxy voting guidelines for the 2018 proxy season. Although the updates are not likely to have a significant impact on 2018...more

Snell & Wilmer

Corporate Communicator - 2017 Annual Meeting Season

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Dear clients and friends, We present our traditional year-end issue of Snell & Wilmer’s Corporate Communicator to help you prepare for the upcoming annual report and proxy season. This issue highlights SEC reporting and...more

Katten Muchin Rosenman LLP

ISS Releases 2016 Draft Voting Policy Changes for Comment

On October 26, Institutional Shareholder Services (ISS), a leading proxy advisory firm, released for comment draft voting policy changes for 2016. The three proposals are as follows...more

Stinson - Corporate & Securities Law Blog

ISS Launches 2016 Benchmark Policy Consultation

ISS has made available for public comment certain proposed voting policies for 2016. In the United States ISS has proposed policies relating to unilateral board actions, director overboarding and compensation at...more

Pillsbury Winthrop Shaw Pittman LLP

Proxy Season Brings a Third Wave of “Gotcha” Shareholder Litigation

Proxy season is upon us and the plaintiffs’ bar is demonstrating its resourcefulness by bringing a third wave of shareholder litigation. This new wave, which has not crested yet, consists of a return to derivative shareholder...more

Skadden, Arps, Slate, Meagher & Flom LLP

Skadden's 2013 Insights: Governance

Say-on-pay has contributed to an environment where shareholder engagement is an increasingly critical component of corporate governance. In this section, we take a broad look at the corporate governance landscape to...more

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