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“Tis the Season…Are You Ready?

It’s hard to believe that another proxy season is upon us.

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It seems like just yesterday we were trying to figure out what the CEO pay ratio would look like, how it might compare to peers and what internal unrest would be created as a result. Although companies worried about the…

ISS Issues Final Policy Updates for 2019

On Monday, November 19, 2018, Institutional Shareholder Services (ISS) issued final updates to its proxy voting policies for 2019 – the most important of which relates to board gender diversity.

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ISS final policy updates cover four key areas: (i) board of directors, (ii) shareholders rights and defenses, (iii) capital/restructuring, and (iv) social and environmental issues. No updates specifically relate to executive compensation. Equally important, ISS chose not to issue a…

ISS Issues Proposed Policy Updates for 2019

Last week, Institutional Shareholder Services (ISS) issued proposed policy updates.

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These proposed updates would modify ISS proxy voting policies for U.S.-listed companies as follows: ■ The quantitative pay-for-performance assessment1 would replace the currently used GAAP-based metrics with Economic Value Added (“EVA”) metrics, and ■ A board gender diversity policy that…

Summary of Key Results from ISS 2019 Annual Policy Survey

ISS’s recent Policy Survey previews potential changes in its 2019 proxy voting policies.

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Each year, Institutional Shareholder Services (ISS) surveys institutional investors, public companies (“issuers”) and the consulting and legal communities on emerging corporate governance and executive compensation issues as part of its annual policy formulation process (the “Survey”). Issuers and their advisors…

Institutional Shareholder Services Releases its 2019 Policy Survey Questionnaire

Institutional Shareholder Services (ISS) recently issued its 2019 policy survey questionnaire, which previews potential changes in ISS’s proxy voting policies.

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Through its annual policy survey, ISS seeks feedback from institutional investors, public companies, corporate directors and the consulting and legal communities on emerging trends in corporate governance, executive compensation and other matters as part of its policy formulation process. The…

Report on Say on Pay and Select Shareholder Proposals For the 2018 Proxy Season

Meridian Compensation Partners, LLC is pleased to provide this periodic report on key voting results for the 2018 proxy season.

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Executive Summary Meridian Compensation Partners, LLC is pleased to provide this periodic report on key voting results for the 2018 proxy season. Specifically, this report will cover the following areas: ■ Standard & Poor’s (S&P) 500 Say on Pay (SOP)…

Addressing Increased Scrutiny on Director Compensation: A Call to Action

Executive compensation has long been subject to intense scrutiny from regulators, proxy advisors and investors alike.

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Until recently, outside director compensation has not been subject to similar scrutiny primarily due to the narrow range of pay practices for directors, in both pay value and design/delivery. However, a new heightened level of scrutiny is now being applied…

ISS Evaluation of Director Pay Could Lead to Negative Vote Recommendation on Select Board Members in 2019

Beginning this proxy season, Institutional Shareholder Services (ISS) began to examine the reasonableness of non-employee director pay. The outcome of this examination could lead ISS to issue a negative vote recommendation on incumbent directors serving on the board committee responsible for setting director pay who are standing for election in 2019.

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Under its new proxy voting policy on non-employee director compensation, ISS will generally recommend shareholders vote AGAINST members of the board committee that are responsible for approving or setting non-employee director (NED) compensation if there is a pattern (i.e., 2…

Senate Banking Committee Requests Answers from Proxy Advisory Firms

Earlier this month, members of the U.S. Senate Banking, Housing, and Urban Affairs Committee sent letters to the two major proxy advisory firms, Institutional Shareholder Services (ISS) and Glass Lewis (GL), requesting answers about their business practices.

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In these letters, Senator Dean Heller (R-NV) and his colleagues raise questions related to each proxy advisory firm’s voting system, report inaccuracies and conflicts of interest. The letters also express concern about the proxy advisory firms’ market concentration and significantly…

ISS Guidance on Proxy Reports and Company Engagement

Institutional Shareholder Services (ISS) recently issued updated guidance related to the publication of its U.S. proxy research reports and the process for company engagements. These are timely topics for a company to consider with the 2018 Proxy Season well underway.

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Generally, ISS issues its U.S. proxy research reports between 13 and 18 calendar days prior to the shareholder meeting date during peak U.S. proxy season from April through June. At other times of the year, ISS aims to publish its…

Avoiding Action on Director Pay

How boards can protect themselves against scrutiny - From C-Suite Magazine, an Equilar publication - Issue 26, Winter 2018

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A wave of lawsuits surrounding director compensation surfaced a couple of years ago, often alleging “excessive” pay for boards of directors on a variety of grounds. Because boards set their own pay levels, there are potential legal ramifications due to…

ISS Issues 2018 Final Policy Updates and Additional Guidance on Pay-for-Performance Assessment and Equity Plan Evaluations

Institutional Shareholder Services (ISS) has issued final updates to its proxy voting policies for 2018 and significant guidance through a series of FAQs on certain U.S. compensation policies, including its methodologies for assessing pay for performance and equity plan proposals.

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Final Policy Updates for 2018 The policy updates and guidance revise ISS proxy voting policies and methodologies for U.S.-listed companies in the following areas relating to executive compensation and corporate governance: ■ ISS quantitative pay-for-performance assessment, ■ ISS Equity Plan…

Proxy Advisors and Investors Announce How They Will Use CEO Pay Ratios in 2018

The major proxy advisors and three large institutional shareholders announced that CEO pay ratios will have little to no impact on their vote recommendations and vote decisions, respectively, in 2018.

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At a recent conference hosted by CompensationStandards.com, David Kokell, Vice President of Institutional Shareholder Services (ISS), stated that CEO pay ratios will not have any impact on ISS’s analysis or vote recommendations in 2018. However, ISS will include the information…

ISS 2017–2018 Policy Survey Summary of Key Items

ISS’s recent Policy Survey previews potential changes in its 2018 proxy voting policies.

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Each year, Institutional Shareholder Services (ISS) surveys institutional investors, public companies (“issuers”) and the consulting and legal community on emerging corporate governance and executive compensation issues as part of its annual policy formulation process. Issuers and their advisors are collectively…

Despite Strong 2016 Shareholder Returns, Certain Energy Companies Struggle with Say on Pay

In 2016, the oil and gas industry generated positive returns for shareholders, but in 2017 oil and gas companies lagged general industry in Say on Pay support.

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ISS recommended against 18% of oil and gas companies vs. 12% for the entire Russell 3000, and 3% of oil and gas companies failed Say on Pay (i.e., <50% support) compared to only 1% in the Russell 3000. ISS recommended…

Institutional Shareholder Services Releases its 2018 Policy Survey Questionnaire

Institutional Shareholder Services (ISS) recently issued its policy survey questionnaire, which previews potential changes in ISS’s 2018 proxy voting policies.

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Through its annual policy survey, ISS seeks feedback from institutional investors, public companies, corporate directors and the consulting and legal communities on emerging trends in corporate governance, executive compensation and other matters as part of its policy formulation process. The…

UPDATE – Report on Say on Pay and Select Shareholder Proposals for the 2017 Proxy Season

Meridian Compensation Partners, LLC is pleased to provide this periodic report on key voting results for the 2017 proxy season.

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Specifically, this report will cover the following areas: Standard & Poor’s (S&P) 500 Say on Pay (SOP) Vote Results and Analysis Russell 3000 SOP Vote Results and Analysis Analysis of Vote Results on Select Shareholder Proposals So far, two key…

Report on Say on Pay and Select Shareholder Proposals for the 2017 Proxy Season

Meridian Compensation Partners, LLC is pleased to provide this periodic report on key voting results for the 2017 proxy season.

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About This Material Specifically, this report will cover the following areas: Standard & Poor’s (S&P) 500 Say on Pay (SOP) Vote Results and Analysis Russell 3000 SOP Vote Results and Analysis Analysis of Vote Results on Select Shareholder Proposals Highlights…

How to Get Your Share Plan Approved

Posted in the May/June 2017 issue of NACD Directorship magazine

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Approximately 25 percent of U.S. public companies will be asking shareholders to approve a new or amended share plan this proxy season. Since most companies do not revise share plans on an annual basis, boards may want a refresher on…