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Proxy Disclosure — News & Alerts — Insights | Meridian Compensation Partners, LLC | Executive Compensation Consulting

Insights

SEC Issues Proposed Rules Regulating Proxy Advisory Firms

On November 5, 2019, the Securities and Exchange Commission (“SEC”) issued proposed rules that would impose a new regulatory regime on proxy advisory firms (“PAFs”).

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Since the SEC held its roundtable discussion on the proxy voting process in November 2018, the SEC has indicated that it was poised to issue proposed rules regulating PAFs. The issuance of the proposed rule represents the culmination of a…

Glass Lewis Launches New Service that Provides U.S. Companies the Opportunity to Give Feedback on its Vote Recommendations

On March 14, 2019, Glass Lewis announced the launch of a new Report Feedback Statement (RFS) service, which will allow a U.S. public company to provide feedback on Glass Lewis’ analysis of the company’s proxy proposals for its annual meeting. Glass Lewis will then disseminate these comments directly to its investor clients.

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The RFS service provides an opportunity for U.S. public companies1 to express their differences of opinion with Glass Lewis’ analysis on proxy proposals (e.g., Say on Pay proposal) to be voted on at their annual meeting. Glass Lewis will then…

SEC Adopts Final Rules for Disclosure of Hedging Policies

On December 18, 2018, the Securities and Exchange Commission (SEC) adopted final rules that require companies to disclose in proxy statements their policies on hedging employer securities.

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In 2010, Congress passed the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd- Frank”), which, among other things, directed the SEC to adopt rules requiring public companies to disclose their hedging policies. On February 9, 2015, the SEC issued…

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…

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…

Beyond the Proxy

Meridian Partners weigh in on 2016 CEO pay trends in this article from Equilar's C-Suite magazine.

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A Chief Executive Officer (CEO) is both the managerial leader and the figurehead of his or her company, representing it to its employees, shareholders and the general public. In times of growth and success, but also in turmoil and failure, a…

New York City Pension Funds Submit 72 Proxy Access Shareholder Proposals

These non-binding proposals are requesting that companies adopt proxy access bylaws.

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The New York City Pension Funds is again mounting a proxy access campaign. Similar to last proxy season, the NYC Pension Funds have filed proxy access proposals at 72 major public companies this proxy season. The proposals, which are non-binding,…

ISS 2015-2016 Policy Survey Summary of Key Items

ISS’s recent Policy Survey previews potential changes in its 2016 proxy voting policies.

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

ISS Issues New Policy on Proxy Access Proposals

Under a revised policy, dated Feb. 19th, 2015, ISS will generally support a proxy access proposal that meets certain minimum requirements.

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On February 19, 2015, Institutional Shareholder Services (ISS) issued a revised policy on evaluating shareholder and management proposals on “proxy access.” Under the revised policy, generally ISS will support a proxy access proposal that meets certain minimum requirements (these requirements…

SEC Issues Proposed Rule on Hedging Disclosure

A proposed rule recently issued by the SEC will require the disclosure of employee and director hedging activity as mandated by Dodd-Frank

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On February 9, 2015, the Securities and Exchange Commission (SEC) issued a proposed rule that would require the disclosure of employee and director hedging activity as mandated by the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”). Overview of…

Thinking Like an Activist—The Benefits of Looking at Executive Compensation Programs through a Critical Lens

Looking at your executive compensation program from an activist perspective will help you assess how likely it is your company will have to deal with activist investors.

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The significant increase in shareholder activism has many companies and compensation committees playing defense. While the specter of activist interest is generally viewed with concern, looking at your executive compensation programs from the perspective of an activist investor can focus…

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…

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…

ISS Launches QuickScore 3.0

According to ISS, QuickScore 3.0 is intended to assist investors in identifying corporate governance risk within portfolio companies.

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On October 29, 2014, Institutional Shareholder Services (ISS) announced the release of ISS Governance QuickScore 3.0, the third generation of its governance-scoring tool. According to ISS, QuickScore 3.0 is intended to assist investors in identifying corporate governance risk within portfolio…

Term Limits and Board Diversity: Developing Policies that Work

In January, 2014, the Ontario Securities Commission proposed disclosure rules that will require TSX-listed issuers in Ontario to annually disclose the combination of term limits and gender diversity

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In January, 2014, the Ontario Securities Commission (OSC) published proposed disclosure rules that will require TSX-listed issuers in Ontario to annually disclose: Any policies they have regarding the representation of women on the board (and other details respecting women on…

ISS Issues Proposed Policy Updates for 2015

Proposed policy updates would revise ISS proxy voting policies for U.S. listed companies in two areas relating to executive compensation and corporate governance

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On October 15, 2014, Institutional Shareholder Services (ISS) issued draft updates to its proxy voting policies. The proposed policy updates would revise ISS proxy voting policies for U.S. listed companies in the following two areas relating to executive compensation and…

Coca-Cola Announces Equity Stewardship Guidelines

Announcement is part of Coke’s rollout of its “Equity Stewardship Guidelines” which will govern the Company’s equity grant practices.

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In response to shareholder concerns over the potential dilutive impact of its 2014 Equity Plan, the Coca-Cola Company took the unusual step of announcing that it will use “substantially fewer shares for long-term equity awards” by “significantly reducing the use…

ISS Continues its Unpredictability

While ISS Remains Influential, Some of its Decisions are Inconsistent From Company to Company

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The 2014 proxy season is almost over for calendar year companies. Based on our analysis, ISS continues to play an influential role and the energy industry continues to be one of their favorite targets, but it’s getting more difficult to…

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…