ISS Releases U.S. Proxy Voting Guidelines For 2012

On November 17, 2011, Institutional Shareholder Services ("ISS"), the leading proxy advisory firm, released 2012 updates to its U.S. proxy voting guidelines.¹ The policy updates include revisions to ISS's pay-for-performance policy and methodology. Other significant updates relate to the responsiveness of boards of directors to prior shareholder advisory votes on executive compensation, or "say-on-pay" votes, and the frequency of such votes, as well as revisions to the policy on proxy access in the wake of revisions to the Securities and Exchange Commission's ("SEC") shareholder proposal rules. The ISS policy changes will be effective for shareholder meetings on or after February 1, 2012.