Thoughtful Pay Alerts

ISS Previews 2020 Policy Updates, Including a Policy on Multi-Class Stock Structures

Download a pdf of this article » As it does each fall, Institutional Shareholder Services (“ISS”), the corporate governance advisory services firm, has published a preview of the likely material updates to its proxy voting guidelines for U.S. companies for the 2020 proxy season. The preview highlights three proposed updates in the corporate governance area, each of which is of interest to the...Read More

Stock Plan Proposals at the Tech 150

Download a pdf of this article » In 2019, the number of employee stock plan proposals in the technology sector increased from the prior year. This Thoughtful Pay Alert summarizes our review of the employee stock plan proposals filed with the Securities and Exchange Commission among 150 representative publicly-traded technology companies over the past year, approximately 50% of which are...Read More

SEC Issues Proxy Voting Guidance for Investment Advisers and Proxy Advisory Firms

Download a pdf of this article » Recently, the Securities and Exchange Commission issued guidance to investment advisers on their proxy voting responsibilities under the Investment Advisers Act of 1940, including their reliance on proxy advisory firms (such as Institutional Shareholder Services (“ISS”) and Glass Lewis & Co.) to provide research and analysis and make voting recommendations...Read More

SEC Issues Final Hedging Disclosure Rule

Download a pdf of this article » On December 18, 2018, the Securities and Exchange Commission moved one step closer to completing its compensation-related rulemaking under the Dodd-Frank Wall Street Reform and Consumer Protection Act by adopting a final rule requiring public companies to disclose whether they maintain practices or policies regarding their employees (including officers) and...Read More

ISS Publishes Final FAQs and Burn Rate Tables for 2019 Proxy Season

Download a pdf of this article » As expected, Institutional Shareholder Services (“ISS”) published several supplemental documents in December that elaborate on the updates to its U.S. executive compensation benchmark policy guidelines for 2019. These documents include Frequently-Asked Questions (“FAQs”) for both its U.S. compensation policies and U.S. equity compensation plans. At the same...Read More