Publications

Companies Should Verify Data For ISS “QuickScore” by February 15

Recently, Institutional Shareholder Services, the major proxy advisory firm, announced an overhaul of its corporate governance risk assessment tool, Governance Risk Indicators (“GRId”). Now titled “ISS Governance Quickscore,” this new database is intended to enable ISS’ clients to identify potential governance risks that may be present in their portfolio companies (which was the primary...Read More

Equilar Provides Opportunity to Update Peer Group Used in Glass-Lewis SOP Analysis

Earlier this year, Glass-Lewis & Co., Inc., the major proxy advisory firm, announced that, for purposes of its new “pay-for-performance” analysis, it would employ Equilar’s “market-based” approach (“Market Peers™”) to develop the peer group used in its analytical model. As you may recall, Equilar’s approach uses a company’s self-constructed compensation peer group and the peer companies of...Read More

ISS Releases Guidance on Revised Peer Group Selection Methodology

As discussed in our recent Thoughtful Pay Alert on Institutional Shareholder Services’ updates to its U.S. corporate governance benchmark policy guidelines for 2013, ISS has revised its selection methodology for the peer group that it will use in assessing the alignment of a company’s executive compensation with corporate performance. One of these revisions gives greater weight to the...Read More

ISS Issues 2013 Policy Updates

Institutional Shareholder Services, the prominent corporate governance advisory services firm, has updated its U.S. corporate governance benchmark policy guidelines for 2013. In the aftermath of the criticism it received with respect to its new “pay for performance” methodology for evaluating the link between corporate performance and executive pay (which is a key consideration in how ISS...Read More

Employee Stock Plan Proposals at the Bay Area 150

Although the spotlight during the 2012 proxy season was clearly focused on the second year of shareholder advisory votes on executive compensation (“Say-on-Pay”), employee stock plan proposals (that is, proposals to either adopt a new employee stock plan or increase the share reserve for an existing plan) were also common at public technology and life sciences companies. As in prior years,...Read More

New Form of Say-on-Pay Litigation Appears

In recent months, a new form of Say-on-Pay lawsuit has appeared. These suits, which are filed as “class actions” after a company has filed and disseminated the definitive proxy materials for its annual meeting of shareholders, seek to enjoin the company from conducting its scheduled shareholder advisory vote on the compensation of its named executive officers (a “Say-on-Pay” vote),...Read More

National Exchanges Propose Rules for Compensation Committees

Recently, the New York Stock Exchange (“NYSE”) and the NASDAQ Stock Market (“NASDAQ”) proposed revisions to their listing standards regarding the independence of directors serving on board compensation committees and the independence of the advisers to such committees. The eventual approval of these proposals will complete the rulemaking required by Section 952 of the...Read More

ISS Previews 2013 Policy Updates

Institutional Shareholder Services, Inc., the prominent corporate governance advisory services firm, has published a preview of some of its likely updates to its corporate governance policies for U.S. companies for the 2013 proxy season. Although it is not a comprehensive summary of all of the policy changes that may apply in 2013, the preview highlights two important items for technology and...Read More

"Say on Pay" at the Bay Area 150 –An Updated Look at Year Two

The non-binding shareholder advisory vote on the compensation of a company’s named executive officers (the so-called “Say-on-Pay Vote”) required by the Dodd-Frank Wall Street Reform and Consumer Protection Act continues to be the focal point of the 2012 proxy season. Now in its second year, the Say-on-Pay Vote has become the “report card” on the effectiveness of a...Read More

Compensation Recovery (“Clawback”) Provisions – Becoming Familiar with the Looming Requirement

Sometime, in the not too distant future, the Securities and Exchange Commission will finally begin the process of adopting rules to implement Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act. Section 954, which added new Section 10D to the Securities Exchange Act of 1934, requires every public company listed on a national securities exchange to adopt, maintain, and...Read More

SEC Issues Final Rules for Compensation Committee and Adviser Independence Standards

On June 20, 2012, the Securities and Exchange Commission adopted final rules directing the national securities exchanges to amend their listing standards to require public companies to satisfy new independence requirements for their board compensation committees to maintain their listing status. The final rules are substantially similar to the proposed rules originally issued by the SEC on...Read More

"Say on Pay" at the Bay Area 150 – A First Look at Year Two

The non-binding shareholder advisory vote on the compensation of a company’s named executive officers (the so-called “Say-on-Pay Vote”) required by the Dodd-Frank Wall Street Reform and Consumer Protection Act continues to be the focal point of the 2012 proxy season. Now in its second year, the Say-on-Pay Vote has become the “report card” on the effectiveness of a...Read More