Shareholder Concerns & Influence

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would like to learn more about this topic, please see our Firm’s client alert entitled “Proxy Advisory Firm Guidance Withdrawn by the SEC,” which our Firm published this morning. Continue Reading Possible Small Step Towards Proxy Advisory Firm Reform?

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