SEC Proposes Significant Simplification of Executive Compensation Disclosure for Most Public Companies
Download a pdf of this article » On May 19, 2026, the Securities and Exchange Commission (SEC) proposed substantial changes to the filing categories for U.S. public company disclosure requirements. The primary intent of these changes is to reduce disclosure complexity and compliance costs to encourage more companies to go and stay public. The proposal replaces the existing range of filer categories – large accelerated filers, accelerated filers, non-accelerated filers, smaller reporting companies and emerging growth companies – with just two: large accelerated filers […]
At an Inflection Point: Long-Term Incentive Design Post-ISS/Glass Lewis Ascendancy
Download a pdf of this article » For more than a decade, long-term incentive programs have largely converged around a single model: a mix of restricted stock units (RSUs) and performance-based awards (primarily PSUs), with 50% or higher weighting on the PSUs. The convergence on this model was driven more by proxy advisor expectations than […]
Updating Proxy Advisor Peer Groups Ahead of 2026 Annual Meetings
Download a pdf of this article » For companies holding annual meetings February 1, 2026 through September 15, 2026, ISS’s peer group submission window is now open, through 8 PM ET on Friday, November 21st. We anticipate Glass Lewis’s window will also open in the near future. During this period, companies can update their self-constructed […]
Have we reached the end of standardized proxy advisor voting recommendations? The looming ISS and Glass Lewis policy shifts
Download a pdf of this article » Overview In October, Institutional Shareholder Services, Inc. (“ISS”) and Glass Lewis & Co., Inc. (“Glass Lewis”) each announced major changes to their governance research models that mark a decisive shift away from standardized “benchmark” voting recommendations, towards a broad reorientation of the proxy advisor landscape centered on investor-specific […]
Glass Lewis Publishes 2025 Policy Survey
Download a pdf of this article » Glass Lewis & Co. (“Glass Lewis”) recently announced the opening of its 2025 Policy Survey. Glass Lewis conducts its annual policy survey to inform its Benchmark Voting Policy Guidelines and to gather diverse perspectives on evolving governance and compensation practices. The 2025 survey covers a wide range of […]
Institutional Shareholder Services (ISS) Publishes Annual Policy Survey
Download a pdf of this article » Institutional Shareholder Services (ISS) published its annual benchmark policy survey on July 24, slightly earlier than in recent years. The purpose of the survey is to gather feedback ISS will use to inform its benchmark voting policy for the coming year from a broad spectrum of stakeholders including […]
Updating Proxy Advisor Peer Groups Ahead of Fall 2025 and Winter 2026 Annual Meetings
Download a pdf of this article » For companies with Fall 2025 or early 2026 annual meetings, ISS’s peer group submission window is now open, through July 18. We anticipate Glass Lewis’s window will also open in the near future. During this period, companies can update their self-constructed compensation peer groups for use in proxy […]
Policy Changes on the Horizon: Shifting Views on Performance-Based Equity Compensation
Download a pdf of this article » Policy Changes on the Horizon: Shifting Views on Performance-Based Equity Compensation With the 2025 annual meeting season almost upon us, the two leading proxy advisory firms, Institutional Shareholder Services (“ISS”) and Glass Lewis & Co. (“Glass Lewis”), continue to shape the executive compensation and governance landscape through their […]
Navigating Proxy Season Amid Uncertainty
Download a pdf of this article » New SEC Staff Guidance on “Passive Investor” Status May Complicate Shareholder Engagement Efforts Key Takeaways On February 11, 2025, the SEC staff issued two updates to its Compliance and Disclosure Interpretations, or C&DIs, addressing Schedule 13D/G beneficial ownership filings. The full impact of this guidance remains uncertain, but […]
Board Diversity – The State of Play In 2025
Download a pdf of this article » Specific Standards No Longer Required for Nasdaq Listing Late last year, the U.S. Court of Appeals for the Fifth Circuit vacated the Securities and Exchange Commission’s order approving the Nasdaq Stock Market’s board of directors’ diversity rules, finding that the SEC had exceeded its authority by requiring disclosure […]