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THOUGHTFUL PAY ALERTS

ISS Issues Reminder about Updating Peer Group Ahead of 2017 Proxy Season

November 25, 2016

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Institutional Shareholder Services (“ISS”) is inviting companies to update their self-constructed compensation peer groups in connection with its review of their executive compensation program during the 2017 proxy season. ISS uses a company’s self-selected compensation peer group as a key input in developing the peer group that it uses to evaluate the alignment of the company’s CEO pay and financial performance on both relative and absolute bases.

If you believe that it may be helpful to provide ISS with the compensation peer group that was used in your current fiscal year executive compensation deliberations, you can use this process to ensure that ISS has an up-to-date list of your peer group companies in advance of the filing of your 2017 proxy statement.

Should You Update?

In deciding whether to take advantage of this updating opportunity, you should note the following:

  • Updating may be desirable if the compensation peer group that you used in making your current fiscal year pay decisions differs significantly from the peer group disclosed in your last filed proxy statement.
  • At this time, updating is only relevant for companies in the Russell 3000 or Russell MicroCap Index with an Annual Meeting of Shareholders scheduled between February 1 and September 15, 2017. A separate submission process for companies with Annual Meetings of Shareholders scheduled after September 15th will be held later this year.

Only companies that have made changes to their compensation peer groups need to consider submitting their new peers.

Updating Deadline and Procedure

To update your compensation peer group, you may submit your information beginning on Monday, November 28, 2016. You must submit your information to ISS by Friday, December 11, 2016. To simplify updating, peer submissions will flow through ISS Corporate Solutions’ (“ICS”) Governance Analytics platform »

This is the same location companies may use to download their complimentary ISS proxy research analysis and to verify data underlying their equity plans and ISS QualityScore. Additional instructions for companies on the peer submission window are expected to be released in the coming days.

If you have questions about the suitability of conducting this update for your company or on the updating process itself, please contact your Compensia engagement manager.

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