News & Analysis as of

Proxy Voting Guidelines

Would Glass Lewis Have Anything To Do If It Were Consistent?

by Allen Matkins on

If there is a foolish consistency might there also be a foolish inconsistency? Compare the following two statements by Glass, Lewis & Co., LLC in its 2018 Proxy Paper Guidelines...more

Matters to Consider for the 2018 Annual Meeting and Reporting Season

Companies have important decisions to make as they prepare for their 2018 annual meeting and reporting season. We have prepared a checklist of key corporate governance, executive compensation and disclosure matters on which...more

Corporate and Financial Weekly Digest, Featuring Topics on SEC/Corporate, Broker/Dealer, Derivatives, CFTC and UK/Brexit/EU...

FASB Ceases Work on Proposal To Amend Definition of “Materiality” for US GAAP - As previously discussed in the September 1edition of Corporate & Financial Weekly Digest, the Financial Accounting Standards Board (FASB) had...more

Glass Lewis Issues 2018 Voting Policies Update

by King & Spalding on

On November 22, 2017, Glass Lewis issued its updated proxy voting guidelines for the upcoming 2018 proxy season. Notable updates applicable to U.S. companies include new or revised policies relating to: ..gender diversity...more

ISS and Glass Lewis Update Their Proxy Voting Guidelines for the 2018 Proxy Season

by Ropes & Gray LLP on

Institutional Shareholder Services Inc. (ISS) and Glass, Lewis & Co. (Glass Lewis) have both released updates to their respective proxy voting guidelines. This Alert provides a brief summary of the significant changes to each...more

ISS Releases 2018 Voting Policy Updates

by White & Case LLP on

On November 16, 2017, Institutional Shareholder Services ("ISS") published updates to its benchmark proxy voting policy applicable to shareholder meetings held on or after February 1, 2018. The policy updates are the...more

Securities and Corporate Governance Update – November 2017

by Bryan Cave on

Planning for the 2018 Proxy Season - There are number of important considerations that public companies should be aware of as they begin preparing for the 2018 proxy season, including potential changes in law, pay ratio...more

Does ISS’ Voting Recommendations Reflect Analysis Or Consensus?

by Allen Matkins on

I always appreciate comments from readers of this blog. One reader responded to yesterday’s post concerning ISS opposition to classified boards: “You seem to be under the impression that ISS comes up with its guidelines...more

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 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

Is ISS A Board Declassification Denier?

by Allen Matkins on

Institutional Shareholder Services (aka ISS) recently published its 2018 Americas Proxy Voting Guidelines Update. Among other changes, ISS will now recommend a vote against or withhold from the entire board of directors...more

ISS Issues 2018 Voting Policies Update

by King & Spalding on

On November 16, 2017, Institutional Shareholder Services (“ISS”) issued its updated proxy voting guidelines for the upcoming 2018 proxy season. Notable updates applicable to U.S. companies include new or revised policies:...more

Summary of ISS 2018 Americas Proxy Voting Guidelines Specific to US Public Companies

by Morgan Lewis on

The updated ISS guidelines are effective for meetings on or after February 1, 2018. On November 16, 2017, Institutional Shareholder Services (ISS) published its 2018 Americas Proxy Voting Guidelines Updates. The following...more

ISS Seeks Comment on Updated Policies Including Gender Pay Gap

by Stinson Leonard Street on

International Shareholder Services (ISS) has made available for public comment certain proposed changes to ISS’ benchmark voting policies for 2018 that could generally become effective for the upcoming proxy season....more

ISS Seeks Comment on Updated Policies Including Gender Pay Gap

ISS has made available for public comment certain proposed changes to ISS’ benchmark voting policies for 2018 that could generally become effective for the upcoming proxy season. ...more

ISS Announces Results of 2018 Benchmark Voting Policy Survey

ISS released the results of its annual global benchmark voting policy survey. ISS received 602 total responses to this year’s survey, of which 129 were from institutional investors and their organizations, representing an...more

A Quick Guide to Voting Terms (Plus PDF Download)

Attend a meeting or read an organization’s rules, and you’re likely to encounter a variety of voting terms. Parliamentary procedure (e.g., the rules of Robert’s Rules and other parliamentary procedure guidebooks) helps us out...more

Preliminary Planning for the 2018 Proxy Season

Rule 14a-21(b) requires a say-on-pay frequency vote every six years. Many issuers included a frequency vote in their 2017 proxy because they were subject to the initial rules when they became effective for shareholders’...more

ISS Releases 2018 Policy Survey

As is usual in the doldrums of summer, ISS has released its 2018 policy survey which generally foreshadows changes to ISS’ voting policies. In prior years, not everything on the survey resulted in a new voting policy. ...more

Investors’ Climate Change Voting Records Face Scrutiny

by Dorsey & Whitney LLP on

Companies who engage with their large institutional shareholders on environmental and social issues during the 2018 proxy season should keep in mind that these investors are facing pressure from other investors on their...more

What are ISS and Glass Lewis and Why Should My Bank Care?

by Bryan Cave on

Hosts Jonathan Hightower and Rob Klingler are joined for today's episode by Kevin Strachan, an attorney in Bryan Cave's Financial Services Corporate and Regulatory practice, to discuss proxy advisors ISS and Glass Lewis as...more

DOL revises guidance regarding exercise of shareholder rights by ERISA fiduciaries

by Thompson Coburn LLP on

At the end of 2016, the U.S. Department of Labor (DOL) issued Interpretive Bulletin 2016-1 which provides updated guidance regarding fiduciary obligations with respect to corporate stock held by employee benefit plans that...more

Institutional Shareholder Services Changes 2017 Voting Policy Applicable to Business Development Companies

Reminder to Internally-Managed Business Development Companies Regarding Shareholder Engagement Following Say-on-Pay Vote - A. 2017 Voting Policy Change - In November 2016, Institutional Shareholder Services Inc....more

Corporate News - May 2017

by Hogan Lovells on

Corporate governance – 4MLD and changes to the PSC regime - Companies House recently published its business plan for 2017-18, its strategic plan for 2017-2020 and a press release with details of additional anti-money...more

Employee Benefits Developments - February 2017

by Hodgson Russ LLP on

The Employee Benefits practice group is pleased to present the Benefits Developments Newsletter for the month of February 2017. March 31, 2020 Deadline for Amending 403(b) Plans - When the Internal Revenue Service...more

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