Contact: Robert E. Spicer, Jr.; Williams Mullen (North Carolina & Virginia, USA)
As management and the boards of public companies prepare for the challenges of 2013, there are several proxy advisory, corporate governance and securities law developments that should be considered and addressed by those companies and their counsel. The key changes for 2013 are summarized below.
1. ISS Voting Policy Revisions for 2013
On November 16, 2012, the influential proxy advisory firm Institutional Shareholder Services (“ISS”) published its voting policy updates applicable to shareholder meetings occurring on or after February 1, 2013. The most significant changes to the voting policies relate to executive compensation matters, board responsiveness to majority-supported shareholder proposals, director “overboarding” and the treatment of hedging and pledging of company stock. In addition, ISS made changes to voting policies relating to shareholder proposals on social and environmental issues and corporate political spending.
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