Developments in Securities Regulation, Corporate Governance, Capital Markets, M&A and Other Topics of Interest. MORE

ISS has commenced its 2016 proxy voting policy survey. Some of the issues ISS seeks comment on include:

  • Is it appropriate to use non-GAAP or adjusted GAAP metrics for compensation programs?
  • What types of equity compensation are appropriate for non-executive directors?
  • When should a net operating loss poison pill be opposed?
  • What types of unilateral charter or by-law amendments warrant holding directors accountable on a long-term basis?
  • If a board adopts a proxy access by-law that has material restrictions not included in a successful shareholder proposal, what restrictions are problematic enough to warrant a “withhold” or “against” vote for directors?
  • When is a director considered “overboarded”?
  • What should be considered when determining whether a former executive, other than a CEO, is considered independent?
  • What metrics, if included in the ISS report, would be helpful in assessing capital allocation decisions, share buybacks and the efficacy of board stewardship?


Stinson Leonard Street LLP provides sophisticated transactional and litigation legal services to clients ranging from individuals and privately held enterprises to national and international public companies. As one of the 100 largest firms in the U.S., Stinson Leonard Street has offices in 14 cities, including Minneapolis, Mankato and St. Cloud, Minn.; Kansas City, St. Louis and Jefferson City, Mo.; Phoenix, Ariz.; Denver, Colo.; Washington, D.C.; Decatur, Ill.; Wichita and Overland Park, Kan.; Omaha, Neb.; and Bismarck, N.D.

The views expressed herein are the views of the blogger and not those of Stinson Leonard Street or any client.