On July 22, 2020, the Securities and Exchange Commission adopted final rules and supplemented interpretative guidance that modify the proxy rules as applied to proxy advisory firms and clarify the fiduciary duties of investment advisers when voting proxies. One of our rising stars (Chelsea Lomprey) did the heavy lifting in drafting a client alert on
Just a quick update that on April 8, 2020, Institutional Shareholder Services (“ISS“) published policy guidance reflecting certain adjustments due to the impact of the COVID-19 pandemic. The guidance addresses how ISS’s benchmark and voting policies may be applied in this new area of uncertainty. In many cases, the guidance merely reiterates that…
As we head into a new proxy season, we would like to invite you to attend our annual FREE webinar entitled “Upcoming Proxy Season: Compensatory Thoughts from ISS,” which will be held on Thursday, January 17, 2019 from 10:00 am to 11:00 am Central. As always, continuation education credits are available.
For your convenience, our remaining 2019 monthly webinar program is as follows:
Continue Reading Upcoming Proxy Season: Compensatory Thoughts from ISS
Just a quick note that late last week ISS made available for public comment nine discreet voting policies for potential application in 2019. Only one of the draft voting policies addresses compensation, and it addresses the Financial Performance Assessment Methodology under the Pay-for-Performance Model.
Continue Reading ISS Issues Draft 2019 Voting Policy Updates
On September 13, 2018, the SEC withdrew two no-action letters issued in 2004 to two proxy advisory firms. Some folks (like me!) are hopeful that the withdrawal of these no-action letters is a first step (albeit a small step) towards proxy advisory firm reform. If you would like to learn more about this topic, please…
The purpose of this post is to explain why the Board of Directors (the “Board”) of a publicly-traded corporation should consider having the issuer’s stockholders approve all or a portion of the compensation paid to its non-employee directors.
Continue Reading Discuss Director Compensation During the Fall 2018 Board Meetings