ISS Issues Policy Updates and FAQs for 2011 Proxy Season

December 22, 2010

Important compensation-related updates to the voting policy of proxy advisory firm Institutional Shareholder Services (ISS) will take effect for shareholder meetings held on or after February 1, 2011. Highlights include changes to voting standards for:

• Problematic Pay Practices
• Future Commitments to Eliminate Problematic Pay Practices
• Updated Burn Rate Policy
• Say on Frequency Votes
• Say on Golden ParachutesVotes
• Country of Incorporation

A voting recommendation from ISS can have a significant influence on the success of items submitted to a shareholder vote. This Client Alert summarizes important changes and suggests four action items that companies should consider in light of these updates.