ISS Issues Draft Voting Policy Changes

November 13, 2015

ISS recently released for comment draft voting policies for the 2016 proxy season. Two key policy proposals for U.S. public companies aim to address director “over-boarding” and unilateral board actions. For CEOs with outside directorships, ISS proposes a limit of one outside public company directorship. For directors who are not the CEO, ISS is considering whether to lower the acceptable number of total public directorships from the current six to a total of either five or four (including the new directorship under consideration). With respect to boards taking unilateral action (without shareholder approval) to amend a company’s bylaws or charter to classify the board or establish supermajority vote requirements, ISS proposes generally to recommend votes against the company’s director nominees, even if the amendment was made prior to the company’s IPO. Read more about the ISS survey results that precipitated the director over-boarding proposal.

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