How to Win a Proxy Fight Despite a "NO"
Recommendation from ISS and/or Glass Lewis
There is no doubt that Institutional Shareholder Services
("ISS") and Glass Lewis, as advisors to institutional
shareholders, have a significant impact on the level of shareholder
support for a company's Say on Pay and Incentive Plan
proposals. However, a "no" recommendation from either ISS
or Glass Lewis does not necessarily mean that you will fail a Say
on Pay or an Incentive Plan proxy proposal.
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Instead, if you received a "no" recommendation from
either ISS or Glass Lewis, it is critical that you take a proactive
approach and promptly put in place a shareholder outreach plan to
directly engage your larger institutional shareholders to discuss
your pay decisions and to ask for their thoughts on the ISS/Glass
Lewis "no" recommendation. The shareholder outreach plan
is most effective when orchestrated by a cross-functional
