Just before Christmas, ISS announced its 2024 Benchmark Policy Updates, which will be effective for meetings on or after February 1, 2024. They also released an Americas Policy Updates document.  As we blogged when ISS opened its proposed policy changes for comment, there are no changes to the US Benchmark Proxy Voting Guidelines.

The one update for US companies is a clarification that codifies ISS’s case-by-case approach on shareholder proposals seeking shareholder ratification of golden parachute and severance arrangements or payments (see page 3 of the Americas Policy Updates). This updated policy harmonizes the factors used to analyze both regular termination severance and change-in-control severance and clarifies the key factors considered in such case-by-case analysis.  

Having scarcely any changes to ISS voting policies for US companies is quite a rarity! In addition, ISS’ ESG group published a thought leadership report, “2023 Global Climate Change Update,” which isn’t related to ISS voting guidelines – but is good information if you’re interested in climate change issues.

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Photo of Allison Handy Allison Handy

Allison Handy is the firmwide co-chair of the Corporate & Securities practice. Her extensive experience includes advising public and private companies in connection with corporate governance practices, disclosure issues, and capital markets transactions, such as equity offerings, debt offerings and tender offers. She…

Allison Handy is the firmwide co-chair of the Corporate & Securities practice. Her extensive experience includes advising public and private companies in connection with corporate governance practices, disclosure issues, and capital markets transactions, such as equity offerings, debt offerings and tender offers. She is also a leader of the firm’s Environmental, Social, and Governance advisory team.

Allison provides counsel to companies on a broad range of issues faced by management and directors in connection with the many compliance aspects of securities laws, including governance rules adopted by the Securities and Exchange Commission (SEC) and stock exchanges. She advises boards and committees in matters related to internal investigations and the efforts of shareholder activists, and works closely with in-house counsel, financial personnel, and outside auditors and advisors to help her clients prepare proxy statements and other reports to investors that meet complex disclosure obligations.