Publications

ISS Issues 2023 Benchmark Voting Policy Updates, Compensation and Equity Plan FAQs And Burn Rate Tables

Download a pdf of this article » Earlier this month, Institutional Shareholder Services (“ISS”) published its annual updates to its U.S. benchmark voting policy guidelines for the 2023 proxy season, as well as several supplemental documents that elaborate on its U.S. executive compensation benchmark policy guidelines for 2023. These documents include Frequently Asked Questions (“FAQs”) for...Read More

SEC Adopts Compensation Recovery (“Clawback”) Policy and Disclosure Rules

Download a pdf of this article » On August 26, 2022, the SEC adopted final rules under the Dodd-Frank Wall Street Reform and Consumer Protection Act requiring the Commission and the national securities exchanges to prohibit the listing of companies that do not adopt, disclose, and enforce a compensation recovery (“clawback”) policy that applies to incentive-based compensation provided to their...Read More

SEC Adopts New Rules for “Pay Versus Performance” Disclosure Requirement

Download a pdf of this article » (This Thoughtful Pay Alert has been updated to revise the table on page 2) The SEC has taken another significant stride towards completing its executive compensation-related rulemaking required by the Dodd-Frank Wall Street Reform and Consumer Protection Act. On August 25, 2022, the SEC adopted a new rule to implement the Dodd-Frank Act “pay-versus-performance”...Read More

Changes to GICS Code Classification System to Take Effect in 2023

Download a pdf of this article » Earlier this year, S&P Dow Jones Indices and MSCI, Inc. announced limited changes to the Global Industry Classification Standard (“GICS”) structure to take place in March 2023. These changes will involve reclassifying companies across five GICS sectors and likely affect many Internet and e-commerce companies, including such companies as Block (formerly...Read More

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