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

ISS issued guidance on its policy application in light of the global impacts of the COVID-19 pandemic. The guidance addresses how ISS plans to apply ISS’ benchmark proxy voting policies over the coming months as annual shareholder meeting season gets underway.

The guidance provides direction on a number of annual meeting issues including postponements and virtual-only meetings. It also covers ISS’ approach to defensive measures and board considerations, including the adoption of poison pills and  director attendance, respectively, against the backdrop of the pandemic’s impact on capital markets.  It further addresses compensation issues such as changes in metrics and shifts in goals or targets and option repricing. Finally, capital structure and payouts, dividends, share repurchases, and capital raisings are also covered in the guidance.

As additional issues and impacts are created by the pandemic and associated regulatory developments, ISS intends to update its guidance and provide new information as needed throughout the remainder of the 2020 main annual meeting seasons.

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