On December 19, 2023, Institutional Shareholder Services Inc.
("ISS") released its updates to its Proxy Voting
Guidelines. Somewhat unusually, ISS made only one change to its
voting recommendation policies for U.S. public companies this year,
related to shareholder proposals that would require future
executive severance payments to be submitted to shareholders for
ratification. ISS says it will evaluate such proposals on a
case-by-case basis and will consider certain factors, including the
company's current change-in-control agreements, the existence
of problematic compensation features, and recent compensation
controversies.
Additionally, Glass, Lewis & Co. LLC ("Glass
Lewis") recently released its 2024 Proxy Voting Policy
Guidelines (the "Guidelines"). The Guidelines include
several new and revised policies that will be effective for 2024
annual meetings. There are several noteworthy policy changes
affecting U.S. public companies, including the following.
