ISS Issues FAQs on Two Voting Policies

January 9, 2015

ISS recently issued FAQs addressing two of its 2015 proxy season policy updates, namely its new equity plan scorecard approach and its policy on independent board chair proposals. These FAQs offer insight and additional detail on how these new polices will be applied. The equity plan scorecard FAQs set forth the complex point system that ISS will apply when analyzing an equity plan up for shareholder vote. In particular, ISS sets forth how points will be allocated amongst 13 distinct factors in three key areas (plan cost, plan features and grant practices). According to ISS, “a score of 53 or higher (out of a total 100 possible points) generally results in a positive recommendation for the proposal (absent any overriding factors).” The independent board chair FAQs offer additional detail on the holistic approach that ISS will use when assessing a shareholder proposal in this area, including a company’s board leadership structure, governance practices and performance. Read the ISS Independent Board Chair FAQs.

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