Tuesday, April 10, 2012

Proxy Advisers' Influence on Say-on-Pay: Additional Data and Insights

Author: David Schwartz J.D. CPA
Two new studies examine the influence proxy advisory services like ISS and Glass-Lewis have on the outcomes of proposals made to shareholders in firms' annual proxies, particularly say-on-pay votes, which became mandatory for most public companies in 2011.  Both studies look at the data behind the level of influence ISS and Glass-Lewis have on proxy voting outcomes, but they also look at the extent to which these voting recommendations may affect market reactions and change the way in which executive compensation packages are designed. These reports add valuable data and insights on shareholder voting and the related policy debate.
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Categories: All

Tags: Proxy Voting, Say on Pay

Saturday, January 28, 2012

NYSE Further Restricts Broker Discretionary Voting

Author: David Schwartz J.D. CPA
Citing “recent congressional and public policy trends disfavoring broker voting of uninstructed shares," the NYSE has severely limited broker discretionary voting of uninstructed shares with regard to corporate governance proposals.  Effective January 25, 2012, matters which would have previously been designated “Broker May Vote” will instead be designated “Broker May Not Vote.” 
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Categories: All, Formal Regulatory Remedies

Tags: Proxy Voting, NYSE

Wednesday, December 21, 2011

ISS Issues Whitepaper on Pay for Performance Methodology

Author: David Schwartz J.D. CPA
On December 20, ISS published its white paper laying out in detail the pay for performance methodology it will implement under its 2012 policy updates. The goal of the white paper is to help both institutional clients and the companies in which they invest more fully understand ISS’ pay-for-performance methodology in advance of the 2012 proxy season.
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Categories: All, Procedural Changes

Tags: Proxy Voting, Corporate Governance, Pay for Performance

Tuesday, December 20, 2011

Schapiro: SEC to Focus on Proxy Advisory Firms and Beneficial Ownership Rules

Author: David Schwartz J.D. CPA
In her December 15, 2011 address before the Transatlantic Corporate Governance Dialogue, SEC Chairman, Mary L. Schapiro, stated that in response to comments received on the Commission's Proxy Plumbing concept release, the Commission is seriously considering providing guidance on how the federal securities laws should regulate the activities of proxy advisory firms, in addition to other key areas of proxy reform.
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Categories: All, Formal Regulatory Remedies, Procedural Changes

Tags: Proxy Voting, Corporate Governance

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