Publications

ISS Issues Mid-Year Reminder about Updating Compensation Peer Group

Download a pdf of this article » Institutional Shareholder Services (“ISS”) has issued its annual mid-year reminder inviting companies to update their self-constructed compensation peer groups for consideration as part of its review of their executive compensation program in connection with Annual Meetings of Shareholders to be held during the remainder of 2022. ISS considers a company’s...Read More

SEC Mulls Changes to Proposed “Pay Versus Performance” Disclosure Rules

Download a pdf of this article » The Securities and Exchange Commission has taken another step towards completing the executive compensation-related rulemaking triggered almost 12 years ago by the Dodd-Frank Act. In January 2022, the SEC announced that it was reopening the comment period on rules it originally proposed in 2015 (the “Proposed Rules”) to satisfy new Section 14(i) of the...Read More

California Courts Invalidate Board Diversity Laws; State to Appeal

Download a pdf of this article » In the past six weeks, two separate Superior Courts in Los Angeles County have ruled that recently-adopted California laws mandating minimum quotas for racially and gender diverse directors on the boards of public companies headquartered in California are unconstitutional. On April 1, 2022, the L.A. County Superior Court granted plaintiffs’ motion for summary...Read More

ISS Updates FAQs on U.S. Compensation Policies and Covid-Related Pay Decisions For 2022 Proxy Season

Download a pdf of this article » Following the onset of the global COVID-19 pandemic in the spring of 2020, Institutional Shareholder Services (“ISS”) published guidance during the year on the impacts of the pandemic, including general guidance in October 2020 in the form of a series of Frequently Asked Questions (“FAQs”) as to how ISS would analyze COVID-related pay decisions as part of its...Read More

ISS Publishes Compensation and Equity Plan FAQs and Burn Rate Tables for 2022 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 2022. These documents include FAQs for both its U.S. compensation and equity plan policies (including updated equity...Read More

ISS Issues 2022 Benchmark Voting Policy Updates

Download a pdf of this article » On December 7, 2021, Institutional Shareholder Services (“ISS”) announced the updates to its U.S. benchmark voting policy guidelines for the 2022 proxy season. As we noted last month when ISS first disclosed its proposed policy changes (see our Thoughtful Pay Alert, ISS Issues 2022 Draft Policy Updates; Board Diversity, Multi-Class Stock Structures and...Read More

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 Directors, environmental, social, and governance (“ESG”)...Read More

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 further comment and analysis on both the original...Read More

ISS Issues 2022 Draft Policy Updates; Board Diversity, Multi-Class Stock Structures and Climate in the Spotlight

Download a pdf of this article » Currently, Institutional Shareholder Services (“ISS”) is soliciting comment on more than a dozen possible updates to its benchmark voting policies for the 2022 proxy season. As it does each fall, ISS has published a preview of 16 proposed voting policy changes for 2022 across several regional and market policies. The preview highlights two proposed updates for...Read More

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 female director and one director...Read More

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 95% of the...Read More

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 it means in the context of their business. As...Read More