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Glass Lewis Publishes Updates to 2022 U.S. Voting Policy Guidelines

Download a pdf of this article » Glass Lewis & Co., Inc. has published updates to its voting policy guidelines for U.S. companies for the 2022 proxy season. In addition to clarifying a handful of their existing executive compensation policies, the majority of the updates cover policies related to the composition of the Board of […]

SEC to Take Up Compensation Recovery (“Clawback”) Disclosure Requirement

Download a pdf of this article » On October 14, 2021, the SEC announced that it was reopening the comment period on its proposed rules directing the national securities exchanges to amend their listing standards to require public companies to adopt and disclose their written clawback policy to maintain their listing status. The SEC is seeking […]

SEC Approves NASDAQ Board Diversity Rule

Download a pdf of this article » On August 6, 2021, the SEC approved new rules for the Nasdaq Stock Market (“Nasdaq”) that address diversity requirements for the board of directors of listed companies. Generally, the new rules would establish “aspirational” board diversity objectives for Nasdaq-listed companies of at least two “diverse” directors, including one […]

SEC to Revisit Regulation of Proxy Advisory Firms

Download a pdf of this article » On June 1, 2021, the new Chair of the Securities and Exchange Commission, Gary Gensler, directed the Staff to consider whether to revisit the SEC’s 2019 interpretive guidance and 2020 rule amendments that would subject proxy advisory firms, primarily Institutional Shareholder Services (“ISS”) and Glass Lewis (which control […]

Board Gender Diversity in the Tech 200

Download a pdf of this article » A fundamental element of corporate governance is the composition of the board of directors. And while SEC rules require disclosure of how the board nominating committee considers diversity in identifying director candidates, such rules do not define the term “diversity,” leaving it to each company to determine what […]

ISS Publishes Final FAQs and Burn Rate Tables for 2021 Proxy Season

Download a pdf of this article » Just prior to the holidays, Institutional Shareholder Services (“ISS”) has published several supplemental documents that elaborate on its U.S. executive compensation benchmark policy guidelines for 2021. These documents include FAQs for both its U.S. compensation and equity plan policies (including updated equity burn rate tables for the 2021 proxy […]

Glass Lewis Publishes Updates to 2021 U.S. Voting Policy Guidelines

Download a pdf of this article » Glass Lewis & Co., Inc. has published updates to its voting policy guidelines for U.S. companies for the 2021 proxy season. In addition to various changes and clarifications to certain of its compensation-related policies, Glass Lewis also made updates to its policies related to the composition of the Board […]

ISS Issues 2021 Benchmark Policy Updates

Download a pdf of this article » On November 12, 2020, Institutional Shareholder Services (“ISS”) announced the updates to its U.S. benchmark voting policy guidelines for the 2021 proxy season. As we noted last month when ISS first disclosed its proposed policy changes (see our Thoughtful Pay Alert, ISS Previews 2021 Policy Updates; No Current […]

ISS Issues Reminder about Updating Peer Group Ahead of 2021 Proxy Season

Download a pdf of this article » 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 2021 proxy season. ISS considers a company’s self-selected compensation peer group to be one of the key inputs in developing the peer […]