ISS and Glass Lewis Release 2023 Policy Updates

ISS and Glass Lewis recently published their voting policy updates for 2023. These updates, which are effective for shareholder meetings beginning in 2023, include changes to their voting policies as well as further clarification / codification of existing policies. Detailed summaries of the U.S. voting policy changes related to compensation are provided below.

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Summary of Key Updates to ISS Policies for 2023

ISS’ policy updates, which will be effective for shareholder meetings held on or after February 1, 2023, are summarized below. More details can be found in the Americas Policy Updates.

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	Revenue (LTM)	Market Cap as of Request Date	Current Dilution	Shares Available (% of CSO)	Share Request (% of CSO)	Total Potential Dilution
Companies in Sample with ‘For’ vote (n=97)
75th Percentile	$3,869	$6,248	3.9%	3.8%	5.0%	11.0%
50th Percentile	$1,593	$2,289	2.2%	2.0%	3.2%	8.1%
25th Percentile	$497	$863	1.3%	0.8%	2.3%	5.9%
Companies in Sample with ‘Against’ vote (n=43)
75th Percentile	$2,355	$2,440	7.2%	5.6%	8.0%	16.3%
50th Percentile	$669	$893	4.9%	2.5%	6.3%	12.9%
25th Percentile	$158	$311	3.1%	1.2%	3.9%	10.0%

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December 7, 2022

Market Updates