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Institutional Shareholder Services (ISS) Investors

Vinson & Elkins LLP

Texas Hold ‘Em: New Law Requires Proxy Advisors to Show Their Cards if “Nonpecuniary” Factors Guide Voting Recommendations

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On June 20, 2025, Texas Governor Greg Abbott signed Senate Bill 2337 (“SB 2337”), a novel regulation that will require significant disclosure obligations for proxy advisors, such as ISS and Glass Lewis, for their voting...more

Wilson Sonsini Goodrich & Rosati

ISS and Glass Lewis: Board Diversity Voting Policies

On February 11, 2025, Institutional Shareholder Services (ISS) announced a change to its voting policy with respect to board diversity. ISS will no longer consider the gender and racial and/or ethnic diversity of U.S. company...more

BCLP

Pullback on Consideration of Board Diversity by ISS, BlackRock and Vanguard

BCLP on

Citing recent DEI developments in the U.S., ISS released its Statement on Diversity Factors in Director Elections on February 11, 2025 announcing that it will “indefinitely halt consideration of certain diversity factors in...more

Bennett Jones LLP

ISS Updates 2025 Proxy Voting Guidelines

Bennett Jones LLP on

Institutional Shareholder Services (ISS) has released updates to its Canadian proxy voting guidelines for the 2025 proxy season. The ISS updates are effective for shareholder meetings occurring on or after February 1, 2025....more

Snell & Wilmer

SEC Reporting Update - December 2024

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Insider Trading Policies. As previously discussed in our Winter 2022-2023 Corporate Communicator, the Securities and Exchange Commission (“SEC”) adopted final rules in December 2022 relating to insider trading policy...more

Foley & Lardner LLP

Unlocking the Power of Equity-Based Incentive Compensation: Special Considerations for Publicly-Traded Companies

Foley & Lardner LLP on

This article is the seventh and final in our series on equity-based compensation. It will provide an overview of special considerations for publicly-traded companies when granting equity awards, including the impact of proxy...more

Cooley LLP

ISS Benchmark Survey Results Highlight P4P Misalignment Policy

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Last week, ISS issued a press release about the results of its latest benchmark survey (here’s the 22-page summary of the results). Nothing earth-shattering this year. We should see this year’s policy updates from ISS next...more

Skadden, Arps, Slate, Meagher & Flom LLP

Executive Compensation: Considerations for UK Companies for the 2023 Voting Season

U.K. institutional investor bodies, including the Investment Association (IA), Institutional Shareholder Services (ISS), Legal & General Investment Management (LGIM) and Glass, Lewis & Co. (Glass Lewis) recently published...more

White & Case LLP

Reminder: Voluntary ISS Annual Benchmark Policy Survey Due by August 31st

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Earlier this month, Institutional Shareholder Services ("ISS") released its annual global benchmark policy survey (the "ISS Survey"). The ISS Survey includes questions on "hot topics" in corporate governance, and its results...more

Perkins Coie

Preparing for the 2022 Public Company Reporting Season

Perkins Coie on

During 2021, the U.S. Securities and Exchange Commission (SEC) adopted rule changes and provided public companies with useful guidance on various topics. In December, Institutional Shareholder Services (ISS) released its...more

Cooley LLP

Alert: ISS Releases Results of 2021 Policy Surveys

Cooley LLP on

Background - This alert summarizes the results from ISS’s 2021 policy surveys, which were released on October 1, 2021. As we explained in our previous alert, ISS collects information each year from institutional...more

King & Spalding

Proxy Season: Early Highlights and Emerging Themes

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The COVID-19 pandemic, volatile market conditions, and increasing stakeholder attention to a range of environmental and social topics made 2020 a remarkably difficult year for many public companies. 2021 will bring new...more

Fenwick & West LLP

Glass Lewis Announces 2021 Proxy Voting Policy Guidelines

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Glass Lewis announced updates to its United States Proxy Voting Policy Guidelines late November 2020. The 2021 Proxy Voting Policy Guidelines include a variety of changes from the 2020 version, including new provisions...more

Skadden, Arps, Slate, Meagher & Flom LLP

Finding the ‘S’ in ESG: Boardroom and Employee Considerations

Investors have historically overlooked social factors amid a focus on the environmental and governance counterparts as they assess the merit of an investment. This may have been due in part to the difficulty in quantifying...more

Skadden, Arps, Slate, Meagher & Flom LLP

Planning Ahead: Virtual Shareholder Meetings in the 2021 Proxy Season

The COVID-19 pandemic has impacted U.S. public companies in myriad ways. The fact that the traditional proxy season — the period from April through June when a substantial number of public companies hold their annual meetings...more

Goodwin

SEC Adopts Final Rules Addressing Proxy Advisory Firms

Goodwin on

On July 22, 2020, the Securities and Exchange Commission (SEC) adopted amendments to its proxy rules addressing proxy voting advice provided by proxy advisory firms, such as ISS and Glass Lewis. The amendments were originally...more

King & Spalding

SEC Views Proxy Advice as Solicitation under Federal Proxy Rules

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The nation’s largest shareholder advisory firm, Institutional Shareholder Services Inc. (“ISS”), recently filed suit against the SEC over new guidelines meant to give investors more transparency into how proxy advisory firms...more

Akin Gump Strauss Hauer & Feld LLP

ISS Attempts to Legislate Common Sense: A Targeted Policy Aims to Introduce Gender Diversity to the Last All-Male Public Company...

Institutional Shareholder Services (ISS) recently released the results of its “2018 Governance Principles Survey” and previewed potential changes to it’s 2019 proxy voting policies. Among other things, given input and...more

WilmerHale

ISS Annual Policy Survey Seeks Input Regarding Auditors and Audit Committees

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Earlier this week, proxy advisory firm Institutional Shareholder Services Inc. (ISS) launched its Annual Policy Survey, which solicits responses from institutional investors, companies, corporate directors and other market...more

Skadden, Arps, Slate, Meagher & Flom LLP

Surprise ISS Survey Results Reveal That Investors Intend to Use Pay Ratio Disclosures

Institutional Shareholder Services (ISS) released the results of its annual global benchmark voting policy survey on September 25, 2017. In a surprise result, the survey found that nearly 75 percent of the 131 investor...more

Cooley LLP

Blog: Pay For Performance — More Style Than Substance?

Cooley LLP on

Comp Committees appear to have gotten the message when it comes to executive pay for performance. As discussed in this article in the WSJ, executive compensation “is increasingly linked to performance,” but investors are now...more

Mintz - Securities & Capital Markets...

SEC’s Investor Advisory Committee Airs Concerns Over Multi-Tiered Offerings Following Snap’s IPO

Snap Inc., which debuted on the New York Stock Exchange (NYSE) on March 2nd, was the largest tech IPO since Alibaba went public in 2014. Initially priced at $17 per share, the share price jumped to more than $24 by the end of...more

Morrison & Foerster LLP - JOBS Act

IRRC Institute and ISS Issue Joint Study on Board Refreshment Trends

The Investor Responsibility Research Center (IRRC) Institute and Institutional Shareholders Services (ISS) recently issued a joint study titled “Board Refreshment Trends at S&P 1500 Firms,” which analyzes demographic trends...more

Bradley Arant Boult Cummings LLP

What Can Public Companies Learn from the ISS Policy Survey for the 2017 Proxy Season?

Institutional Shareholder Services Inc. (ISS) announced the results of its 2016-2017 policy survey on September 29, 2016, which included responses from 115 institutional investors, 270 corporate issuers and 17...more

Orrick, Herrington & Sutcliffe LLP

Yet Another Congressional Proposed Corporate Reform: Proxy Advisory Firms in the Crosshairs

Over the past six months, U.S. legislators have engaged in an unusual burst of energy to introduce three separate bills regulating various areas affecting U.S. public company corporate governance...more

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