05.12.2018

ISS PROXY VOTING GUIDELINES: 2019 UPDATES (US)

Morrow Sodali

In its latest Proxy Update, Morrow Sodali reviews the changes to ISS’ Proxy Voting Guidelines for 2019, which will go into effect for meetings on or after February 1, 2019.

ISS recently released updates to its 2019 benchmark proxy voting policies for the Americas, EMEA, and Asia-Pacific regions. This Proxy Update reviews changes to US guidelines.

For US companies, ISS is adding two new policies and codifying practices currently in use in several other policies (policy updates can be found in the 2019 Americas Proxy Voting Guidelines Updates). The most significant changes are to the Board Composition policy which addresses the lack of gender diversity on boards, and to several policies which are intended to discourage the practice of management seeking to ratify existing shareholder rights in order to block a shareholder proposal seeking more favorable rights. Also, of note, ISS will not be incorporating Economic Value Added (EVA) data in its pay-for-performance model for 2019.

Key topics include Board Composition – Diversity and Attendance, Management Proposals to Ratify Existing Charter or Bylaw Provisions, Reverse Stock Splits, Environmental and Social Issues, and ISS’ Pay-for-Performance Model.

Topics

Directors ESG General Meetings / Proxy solicitation Governance Proxy Updates Regulation / Reform Remuneration USA