ISS Releases 2015 Proxy Voting Guidelines

ISS (Institutional Shareholder Services) has released its annual 2015 Proxy Voting Guidelines Updates (available here). These guidelines apply to annual meetings to be held on or after February 1, 2015. Many of our clients have investors who do not routinely follow ISS guidelines, while others do. Regardless of your company's investor profile and how closely they follow the recommendations of ISS, it's a good idea to review and consider your position with respect to these matters as a general matter of good corporate governance.

Among the key points for consideration in the ISS guidelines this year are the following:

Unilateral Bylaw or Charter Amendments. ISS has adopted a stand-alone policy (as opposed to the prior policy, in which this topic was included as part of an overall "governance failures" topic) that it will generally recommend voting against or withholding votes from individual directors, committee members, or the entire board (except new nominees,