On November 17, 2011, Institutional Shareholder Services (ISS),
the leading proxy advisory firm, published 2012 updates to its benchmark U.S. proxy voting
guidelines. ISS will use the updated benchmark guidelines to
formulate voting recommendations for public company
shareholder meetings held on or after February 1, 2012.
ISS recommendations greatly influence the voting decisions of
many institutional investors, and some institutional investors vote
in accordance with ISS' recommendations as a matter of policy.
As a result, ISS' voting recommendations have often impacted
results of shareholder votes on matters of importance to public
companies, and public company general counsels, corporate
secretaries and other compliance personnel should familiarize
themselves with the updated guidelines. We caution that some of the
updated guidelines are unclear or remain subject to future ISS
guidance. ISS has made it clear in the updated guidelines that its
voting recommendations
