ISS Defines Acceptable Parameters For Proxy Access Provisions

Summary of Key ISS and Glass Lewis 2016 Proxy Season Policy Updates

Institutional Shareholder Services Inc. (ISS) recently issued, in the form of Frequently Asked Questions, a further update to its 2016 proxy voting guidelines to outline the types of management-sponsored proxy access provisions that ISS will deem responsive to shareholder-supported proxy access proposals, and those that ISS will deem too restrictive of shareholders' ability to nominate director candidates or propose other items of business at annual shareholder meetings through the company's proxy statement. With more than 90 shareholder proposals made at annual meetings in 2015 (more than 50 of which received majority support), proxy access has gained considerable momentum and more proposals are anticipated in 2016. ISS's pronouncement, issued under its Board Responsiveness Guideline, lets both proponents and companies know where ISS will fall in any debate between a proponent and management as to