News & Analysis as of

Pay-for-Performance Shareholders

ISS Releases Final Voting Policy Changes for 2018 Proxy Season

by Goodwin on

On November 16, 2017, Institutional Shareholder Services (ISS) released the final changes to its 2018 U.S. voting policies, which will be effective for meetings on or after February 1, 2018. ISS’s final changes include all of...more

ISS Issues Proposed Policy Changes for 2018 Proxy Season

by White & Case LLP on

On October 26, 2017, Institutional Shareholder Services ("ISS") issued draft proposed policy changes for the 2018 proxy season (the "Draft Changes").1 The Draft Changes for US companies are grouped in three categories:...more

Blog: Does The Health Of The Economy Depend On Getting The Role Of Shareholders Right?

by Cooley LLP on

Are shareholders really the “owners” of corporations? Even though shareholders have no responsibilities to the corporations they “own”? Should corporations be managed for the sole purpose of maximizing shareholder value? Are...more

Blog: Likely Interim SEC Chair Spells Out His Priorities

by Cooley LLP on

According to this article in the WSJ, SEC Commissioner Michael Piwowar, who will probably become acting Chair when current Chair Mary Jo White steps down this month, has agreed with fellow Commissioner Kara Stein about...more

Alert: ISS and Glass Lewis Update 2017 Proxy Voting Policies

by Cooley LLP on

Institutional Shareholder Services (ISS) and Glass Lewis (GL), the two most influential proxy advisory firms, recently released updates to their voting policies for 2017. Both ISS and GL issued policy updates on director...more

Corporate Communicator - 2017 Annual Meeting Season

by Snell & Wilmer on

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

ISS Updates Pay-for-Performance Methodology: A Welcome Development

by McGuireWoods LLP on

On Nov. 8, 2016, Institutional Shareholder Services (ISS) announced changes to its pay-for-performance methodology for U.S., Canadian and European companies broadening the financial measures that it will consider in its...more

Update on Institutional Shareholder Voting Guidelines on Management Say-on-Pay and Incentive Plan Proposals

This Alert is an update to last year's Client Alert on the same topic, which also discussed how to win a proxy fight despite a "no" recommendation from Institutional Shareholder Services ("ISS") and/or Glass Lewis. The...more

Securities Law and Corporate Governance Developments: A Look Back at 2015 and a Preview of 2016

by Cozen O'Connor on

Initiatives by Congress, the Securities and Exchange Commission (SEC), activist shareholders, and federal and state courts from 2015 will reshape public company disclosure and policies, and offer new avenues for private...more

Corporate Communicator - Winter 2016: 2016 Annual Meeting Season

by Snell & Wilmer on

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

Prepping for Proxy Season

Every year about this time calendar-year-end companies should begin to prepare for the coming proxy season by looking back on lessons learned this year, considering recent SEC rulemaking and evaluating latest governance...more

Preliminary Planning for the 2016 Proxy Season

Some will want to start preliminary planning for the 2016 proxy season. It has been a bewildering year of developments, but most will be thankful that there are relatively few new rules that must be implemented at this time....more

Blog: Is A Three-Year Performance Period For Restricted Stock Too Short?

by Cooley LLP on

Some consultants say yes. In this article, posted on CFO.com, two consultants argue that the use of the three-year time horizon frequently associated with performance-based restricted stock grants may not really be long...more

A Plain English Guide to the SEC's Compensation Clawback Rules

As accounting restatements occur relatively infrequently, and the severity is often modest, the proposed “clawback” rules represent more of a "check the box" compliance activity than a real enforcement threat....more

Pay Versus Performance Rules Proposed by Securities and Exchange Commission

by Stinson Leonard Street on

On April 29, 2015, the U.S. Securities and Exchange Commission (SEC) issued another proposed rule under the Dodd-Frank Act, this time with respect to the pay versus performance requirements of Section 953(a) of the Act. ...more

Top 10 Topics for Directors in 2014

Top 10 Topics for Directors in 2014 - U.S. public companies face a host of challenges as they enter 2014. Here is our list of hot topics for the boardroom in the coming year: 1. Oversee strategic planning amid...more

ISS Publishes 2014 Corporate Governance Policy Updates

by Shearman & Sterling LLP on

On November 21, 2013, Institutional Shareholder Services Inc. (“ISS”) released its final US policy updates for the 2014 proxy season (the “2014 Policies”), having received comments to its draft policies released on October...more

ISS Announces Key 2014 Draft Policy Updates

by Bennett Jones LLP on

On October 21, 2013, Institutional Shareholder Services (ISS), an influential proxy advisory firm, released three proposed updates to its Canadian proxy voting guidelines. The proposed updates relate to director overboarding,...more

ISS Publishes 2014 Draft Policy Changes; Comments Due by November 4, 2013

by Shearman & Sterling LLP on

On October 21, 2013, Institutional Shareholder Services Inc. (“ISS”) published its key draft policy changes for the 2014 proxy season (the “Draft Policies”). There are only two proposed updates for the US, neither of which...more

Canadian Coalition For Good Governance Releases 2013 Executive Compensation Principles

by Dentons on

The Canadian Coalition for Good Governance (“CCGG”) recently released its 2013 Executive Compensation Principles (the “2013 Principles”), replacing the previous version originally published in 2009. The original principles...more

Considerations for the 2013 Form 10-K and Annual Proxy Season

by White & Case LLP on

The upcoming 2013 proxy season will likely be impacted by new policies issued by proxy advisers, as well as shareholder activists taking advantage of previously adopted rules, rather than by recent legislative or rulemaking...more

ISS Finalizes 2013 Corporate Governance Policy

by King & Spalding on

On November 16, 2012, Institutional Shareholder Services (ISS) finalized its 2013 U. S. Corporate Governance Policy. The changes in the policy are effective for shareholder meetings held on and after February 1, 2013. The...more

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