What are ISS and Glass Lewis and Why Should My Bank Care?
U.K. institutional investor bodies, including the Investment Association (IA), Institutional Shareholder Services (ISS), Legal & General Investment Management (LGIM) and Glass, Lewis & Co. (Glass Lewis) recently published...more
The Investment Association (IA) (Remuneration Principles), along with Glass Lewis (2022 Policy Guidelines) and the Institutional Shareholder Services (ISS) (2022 Benchmark Policies) have published updated guidance for the...more
In our November 2, 2021 blog post, we highlighted a number of considerations for the 2022 proxy season. Based on recent developments, the following are some additional items...more
BlackRock Doubles Down on Sustainability - • BlackRock signals substantially more assertive posture on climate-related issues • New approach to shareholder proposals saw BlackRock support 54% of environmental and social...more
The COVID-19 pandemic, volatile market conditions, and increasing stakeholder attention to a range of environmental and social topics made 2020 a remarkably difficult year for many public companies. 2021 will bring new...more
The number of stockholder rights plans (also known as “poison pills”) adopted in 2020 significantly increased compared to prior years. The collapse in public company equity values during the inception of the COVID-19...more
Holding Your Annual Meeting Virtually—Lessons Learned From 2020 - In light of the circumstances surrounding the COVID-19 pandemic, it comes as no surprise that there was a dramatic increase in the number of virtual...more
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
In anticipation of the upcoming reporting season, we highlight rule changes, guidance, and trends for public companies to consider in preparing annual report and proxy statement disclosures in 2021. During 2020, the U.S....more
On November 12, 2020, Institutional Shareholder Services ("ISS") announced its policy updates for the 2021 proxy season, effective for meetings on or after February 1, 2021. Key updates include the following...more
In the News. Institutional Shareholder Services (ISS) published its proxy voting guidelines updates for 2021, which include new and updated voting recommendations on federal forum and exclusive forum provisions in companies’...more
Institutional Shareholder Services (ISS) has recently provided guidance outlining its approach to proxy voting advice for the 2021 proxy season. ISS adopted updates to its Benchmark Proxy Voting Guidelines (Voting Policy),...more
Institutional Shareholder Services (ISS) announced benchmark voting policy changes in the United States, increasing expectations for board racial and ethnic diversity, adding director accountability for environmental and...more
A new SEC rule requires, to the extent material to a company’s business as a whole, expanded human capital disclosures, but its disclosure requirements are very general and give companies the ability to “tell their own story”...more
As we previously reported in prior S&W Benefits Updates (links below), the executive compensation related challenges presented to management and corporate boards from COVID-19 are significant. Among other considerations,...more
As COVID-19 rages on, companies are again flocking to virtual annual meetings for the 2021 proxy season, but with one important difference: the luxury of time. Many companies are already exploring retention of virtual annual...more
ISS recently published FAQ guidance addressing how it will approach COVID-related pay decisions under its pay-for-performance qualitative evaluation. The guidance reflects feedback from discussions with investors and its...more
Investors have historically overlooked social factors amid a focus on the environmental and governance counterparts as they assess the merit of an investment. This may have been due in part to the difficulty in quantifying...more
ISS has provided some early guidance regarding how it will view pandemic-related changes to executive compensation as part of its pay-for-performance qualitative evaluation. According to ISS, the guidance was informed by...more
The COVID-19 pandemic has impacted U.S. public companies in myriad ways. The fact that the traditional proxy season — the period from April through June when a substantial number of public companies hold their annual meetings...more
ISS has launched its 2021 Annual Policy Survey. Generally, the survey is the first step in ISS’ annual benchmark policy development process....more
The executive and equity compensation plans, agreements, policies and arrangements (collectively, the “Plans”) of publicly traded companies receive close scrutiny from various shareholder advocacy groups during the annual...more
Our Public Company Advisory practice has developed this quick-reference guide for U.S. public companies navigating the rapidly evolving regulatory landscape which continues to impact SEC filing and disclosure obligations,...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 and Glass Lewis have issued guidance on their corporate governance voting policies that adds flexibility to reflect the realities of the impact of the COVID-19 crisis and the challenges in responding to it. Public...more