Publications

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

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 season)....Read More

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 of Directors. These latter changes are in keeping...Read More

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 Revisions to Compensation-Related Policies...Read More

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 group that it uses to...Read More

SEC Rule Change Requires Human Capital Resources Disclosure

Download a pdf of this article » Responding to calls from investors, proxy advisory firms, and other stakeholders for companies to provide more information about their human capital management practices, the SEC has amended Regulation S-K, which details the information that public companies must include in their public federal securities...Read More

ISS Issues FAQs on U.S. Compensation Policies and COVID-19 Pandemic

Download a pdf of this article » Institutional Shareholder Services (“ISS”) has just published general guidance in the form of a series of Frequently Asked Questions (“FAQs”) as to how ISS U.S. Benchmark Research may approach COVID-related pay decisions as part of its pay-for-performance qualitative evaluation. Given the highly disruptive and...Read More