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Delaware Case is a Cautionary Tale for Corporate Boards

How boards can avoid the Amalgamated Bank v. Yahoo! Inc. situation.

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Ideally, a corporate board’s decision-making is always based on a robust process and fulsome inquiry. In the absence of a robust process and fulsome inquiry, a corporation may be vulnerable to shareholder requests to review highly sensitive documents. That point…

ISS Provides Additional Guidance on New Voting Policy on Equity Plan Proposals

ISS has implemented new proxy voting guidelines applicable to equity plan proposals included in 2015 proxies.

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On November 6, 2014, Institutional Shareholder Services (ISS) issued final updates to its proxy voting policies that included a complete overhaul of its policies on equity plan proposals (see Meridian Client Update dated November 10, 2014). At the end of…

ISS and Glass Lewis Provide Issuers the Opportunity to Update Self-Selected Peer Groups

Both ISS and Glass Lewis (through its partnership with Equilar) permit, but do not require, companies to submit updated self-selected peer groups in advance of the 2015 proxy season.

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Both Institutional Shareholder Services (ISS) and Glass Lewis (through its partnership with Equilar) permit (but do not require) companies to submit updated self-selected peer groups in advance of the 2015 proxy season. ISS and Glass Lewis develop their own peer…

Measurement Challenges for Pay and Performance

As they prepare for the 2015 incentive plan cycle, committees are grappling with the challenge of choosing the right performance measures and goals for annual and long-term incentive plans.

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In this update, we discuss five pitfalls for selecting performance measures and setting goals: Basing plan design purely on prevalent market practice Ignoring business imperatives and the cost of capital Relying solely on company history to set performance targets and…

ISS Adopts Final Policy Updates for 2015

On November 6, 2014, Institutional Shareholder Services (ISS) issued final updates to its proxy voting policies that largely reflect the updates as initially proposed by ISS.

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On November 6, 2014, Institutional Shareholder Services (ISS) issued final updates to its proxy voting policies that largely reflect the updates as initially proposed by ISS (see Meridian Client Update dated October 21, 2014). The policy updates revise ISS proxy…

Modest Rise in Director Pay Continues at Canada’s Largest Companies

Annual analysis of outside director compensation among S&P/TSX 60 index companies found that average total compensation for directors increased by +2.1% last year.

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Meridian Compensation Partners’ annual analysis of outside director compensation among S&P/TSX 60 index companies found that average total compensation for directors increased by +2.1% last year. The proportion of total compensation delivered in equity has increased to 47%, up from…

2014 Canadian Say on Pay Results Continue to be Strong

Say on Pay is still voluntary in Canada and the uptake continues with 156 companies having Say on Pay votes in 2014, up from 133 last year.

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Say on Pay is still voluntary in Canada and the uptake continues with 156 companies having Say on Pay votes in 2014, up from 133 last year. Among the S&P/TSX 60 index companies, 82% have adopted Say on Pay. However,…

Canadian Regulatory and Governance Update

Canadian Securities Administrators Publish “Guidance for Proxy Advisory Firms”

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There have been a number of recent regulatory and governance changes affecting executive compensation and governance. Canadian Developments 1. Canadian Securities Administrators Publish “Guidance for Proxy Advisory Firms” On April 24th, the CSA published for comment their proposed Policy for…