In advance of the potential revision of its policies for evaluating new and amended equity compensation plans, Institutional Shareholder Services, Inc. (“ISS”) is introducing a new data verification portal to enable companies to confirm the accuracy of the information that it will use to evaluate equity plan proposals. ISS believes that this process will improve the integrity of the voting recommendations that it provides to its clients.
This follows ISS’ earlier announcement that, during 2014, it will be undertaking a comprehensive review of its policies for analyzing equity compensation plan proposals, including the impact of these plans on shareholders. As announced at that time, ISS is considering a more balanced, or “holistic,” approach to evaluating equity plans which would replace its current approach which relies on a review of a handful of specific factors; the failure of any one of which may result in an unfavorable vote recommendation. While this review is still ongoing, we believe that any policy changes will be implemented for the 2015 proxy season.
New Process for Verifying Equity Plan Data
As outlined by ISS, any U.S. company with an equity plan proposal on the agenda for its Annual Meeting of Shareholders that files its proxy statement with the SEC after September 8, 2014, can use the new portal to verify key data points underlying ISS‘ review and evaluation of the plan.
Companies must access and conduct the data verification directly; they cannot have their compensation consultants or other outside advisors conduct the review on their behalf.
ISS has also published a set of Frequently-Asked Questions to explain the reasons for and operation of the portal. These questions cover such matters as how companies may register to use the portal, eligibility, and how the review fits into ISS’ equity plan review process. The Appendix to the FAQs includes a list of the 27 datapoints that ISS currently uses to conduct its review.
Next Steps
Companies that are planning to include an equity plan proposal on the agenda for their Annual Meeting are encouraged to register with ISS to receive notification of the availability of their data. Register at www.issgovernance.com/equity-plan-data-verification-webform. Since ISS requires approximately five to seven business days to process a registration, we recommend that companies register as soon as they know that they will be taking up an equity plan proposal at their Annual Meeting.
A company will be notified by ISS of the availability of its data for review approximately 12 business days after the filing of its proxy materials containing the equity plan proposal. Upon notification, companies will have only two business days to verify the data and/or request modifications. ISS indicates that it will respond to requests for data changes within five business days.
For More Information
The portal officially launches on September 8, 2014. Information about the new portal is available at
www.issgovernance.com/equity-plan-data-verification »
Need Assistance?
Compensia has significant experience in helping companies understand and address ISS’ corporate governance and executive compensation policies. If you have any questions on the topics covered in this Thoughtful Pay Alert or would like assistance is assessing how the policies are likely to affect your executive compensation program, please feel free to contact us.