A week after Glass Lewis issued its 2020 proxy voting
guidelines,1 Institutional Shareholder Services
(ISS) released its final updates to its 2020 proxy voting policies.
The updated policies will be applied to shareholder meetings
beginning on February 1, 2020, and the changes to U.S. polices are
summarized below.
Governance Updates
Problematic Governance & Capital Structures for Newly
Public Companies
ISS has clarified its policies in regard to governance and
capital structures in newly public companies (i.e.,
companies that emerge from bankruptcy, spin-offs, direct listings
and initial public offerings). First, ISS will recommend an against
or withhold vote for the entire board (except new nominees who will
be considered on a case-by-case basis) of newly public companies
with multi-class capital structures in which the classes have
unequal voting rights in the absence of a reasonable time-based
sunset provision. When assessing the reasonableness of a
