As we recently blogged, ISS barely changed its proxy voting guidelines for 2024. Now, ISS has issued a bunch of FAQs including (changes to the FAQs are shaded in yellow):

  1. Compensation Policies – For further discussion of the new FAQ on pay-for-performance quantitative screens, see Pay-for-Performance Mechanics: ISS’ Quantitative & Qualitative Approach
  2. Procedures & Policies (Non-Compensation) – For information relevant to ISS’ evaluation of shareholder proposals seeking an independent chair and for ISS’ evaluation of director performance, see TSR Medians for Performance-Related Policy by Industry Group
  3. Equity Compensation Plans 
  4. Peer Group Selection Methodology and Issuer Submission Process (no changes)
  5. Cross-Market Policies
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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.