All Proxy Issues articles

  • Article

    ISS finalizes new U.S. shareholder voting policies


    The annual ISS review of shareholder voting policies is out, and Joe Mont has the rundown on what it all means.

  • Blog post

    ISS Details Proposed Policy Changes, Seeks Feedback


    Institutional Shareholder Services has launched its 2016 benchmark voting policy consultation period. Policy topics for the U.S. market include unilateral amendments made by boards to company charters and bylaws without shareholder approval, director overboarding, and compensation at externally managed issuers. More inside.

  • Blog post

    SEC Offers Proxy 'Unbundling' Guidance for M&A Deals


    The Security and Exchange Commission’s Division of Corporation Finance has released new guidance, in the form of two Compliance and Disclosure Interpretations, concerning proxy bundling in the context of mergers and acquisitions. The Exchange Act requires proxies to clearly and impartially identify each “separate matter” to be acted upon, ...

  • Blog post

    ISS Posts Annual Policy Survey


    Institutional Shareholder Services, a leading proxy advisory service, kicked off its annual global policy formulation process on Tuesday by releasing its 2016 proxy voting policy survey to institutional investors, corporate issuers, and corporate directors. The survey will be operational from Aug. 4 to 5 p.m. (ET) on Sept. 4.

  • Blog post

    SEC Will Consider Universal Proxy Ballot Rulemaking


    Image: SEC Chair Mary Jo White said in a speech Thursday that the agency will, in time, propose rulemaking to allow universal proxy ballots—single proxy cards that list both management’s and opponents’ nominees in contested director elections. White says a date has not yet been set for the proposal. More ...

  • Blog post

    Walmart Prevails in Bid to Drop Shareholder Proposal on Gun Sales


    Walmart will no longer be required to include a controversial shareholder proposal regarding its sale of firearms in its 2015 proxy statement, now that the U.S. Court of Appeals for the Third Circuit has overturned an earlier opinion on the matter. Trinity Wall Street, associated with New York City’s Trinity ...

  • Blog post

    Glass Lewis Revamps Reviews of Proxy Access Proposals


    Proxy advisory firm Glass Lewis & Co. has outlined a new approach for how it will treat dueling proposals for shareholder access to the proxy statement: it will review such proposals, from shareholders themselves or from companies looking to quash them, to ensure neither side seeks to impose an undue ...

  • Blog post

    SEC Retreats on Proxy Access No-Action Letters


    The SEC has reversed course on an earlier no-action letter that let Whole Foods thwart a shareholder proposal for greater proxy access, which essentially paves the way for many more such shareholder proposals to come this proxy season—including 75 filed by New York City’s pension fund. The SEC will now ...

  • Article

    Companies Face New Twists in Shareholder Proposals


    What the SEC giveth, the courts may taketh away—a point made clear lately by two conflicting messages for companies seeking to keep shareholder proposals off the proxy statement. At the SEC, a victory for Whole Foods suggests the agency might be more business-friendly in granting no-action letters this coming proxy ...

  • Blog post

    Pension Funds Target 75 Companies with New Proxy Access Plan


    New York City Comptroller Scott Stringer, on behalf of the city's $160 billion pension funds has filed 75 proxy access shareowner proposals requesting bylaws that give shareowners who meet an ownership threshold the right to list their director candidates on a company’s ballot. The proposals will be subject to ...

  • Blog post

    ISS Updates Policies Ahead of Upcoming Proxy Season


    Proxy advisory firm ISS has updated its policies and recommendation criteria for 2015 annual meetings. The updates build upon ongoing outreach to companies and investors on such matters as pay for performance; board accountability; boardroom diversity; equity plan evaluation; risk oversight and audit; cross-market listings; and environmental and social performance ...