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Dodd-Frank

ISS Updates FAQs on U.S. Proxy Voting Research and Policies

by   |   April 2, 2018

ISS has updated its frequently asked questions on U.S. Proxy Voting Research Procedures & Policies (Excluding Compensation-Related). New and updated questions include:

  • When are ISS’s proxy reports issued?
  • How and when will ISS change a vote recommendation in a proxy alert?
  • How can a company request engagement with the U.S. research analysts?
  • When is the best time to request an engagement?
  • What topics are generally discussed in engagements regarding non-contentious meetings?
  • Is there a blackout period for engagement with research?
  • What exceptions to the attendance policy apply in the case of a newly-appointed director?
  • Proxy access proposals: How will ISS evaluate a Board’s implementation of proxy access in response to a majority-supported shareholder proposal?
  • How will ISS apply the new 2018 policy whose previously-grandfathered poison pills will be expiring shortly?
  • How do companies terminate poison pills prior to the expiration date?
  • Does ISS still consider deadhand or slowhand provisions problematic?
  • What if a company adopts a poison before the company goes public?
  • Removal of Shareholder Discretion on Classified Boards
  • Which types of charter/bylaw adoptions are likely to result in continued adverse voting recommendations?
  • What is the purpose of the Governance Failures Policy?