House Votes to Regulate Proxy Advisors: Corporate Governance Reform and Transparency Act of 2017 - February 8, 2018
On December 20, 2017, the House voted to pass the Corporate Governance Reform and Transparency Act, which places additional regulation on proxy advisory firms (e.g. ISS and Glass Lewis). The stated intent of the Act is to improve the quality of proxy advisory firms by “fostering accountability, transparency, responsiveness, and competition in the proxy advisory firm industry.”
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New Year and New Tax Code Bring Many Changes for Executive Compensation - January 19, 2018
The “Tax Cuts and Jobs Act”, signed into law on December 22, 2017, implements several changes to the tax code that have far-reaching implications for executive compensation. Most notably, the elimination of the performance-based compensation exception under Section 162(m) has significant implications for incentive plan design going forward. Download MARKETupdate PDF
New ISS Policy a Warning Shot for Boards That Play ‘Fast and Loose’ - December 28, 2017
A new ISS policy geared toward reining in excessive pay among boards could also result in greater scrutiny of board perquisites or pay elements that ISS views as problematic, particularly for companies planning to seek shareholder approval of director pay.
The proxy advisory firm last week provided more details about how it will consider director compensation plans going forward and the way it will define “excessive pay.” Read Full Article
Most Directors Say Clawback Polices ‘Are Sufficient’: Survey - December 19, 2017
More corporate boards are setting policies on clawing back executives’ pay even as Washington continues to give mixed signals about what triggers should be in the final regulations.
With New ISS Policy, Board Pay Becomes a Key Governance Indicator - December 13, 2017
A new ISS policy that will trigger negative vote recommendations for boards that pay directors excessively is a signal to boards that director compensation packages, which have long flown under investors’ radar, have become an indicator as to whether a board has strong corporate governance. Read Full Article
Glass Lewis and ISS Release Policy Updates for 2018 - December 5, 2017
Glass Lewis recently published its 2018 proxy voting guidelines. The guidelines include additional clarification on pay-for-performance alignment, how Glass Lewis will consider the CEO Pay Ratio disclosure, and how Boards should respond to shareholder dissent on shareholder proposals.