Proxy Advisors Get Tougher

I blogged about this in December (Key Changes to Proxy Advisor Policies for 2013), mainly referring to a recent Alert from Weil. Writing for Alliance Advisors, Shirley Westcott, has added to the mix. I’m not sure when it was actually written because the publication says January 2013 at the top but September 2012 at the bottom. Nevertheless, another good analysis to help us understand the changes. Here’s the lead-in from the email notification I received yesterday:

Proxy advisors Institutional Shareholder Services (ISS) and Glass Lewis have announced in their 2013 policy changes that they are raising the bar on board responsiveness to shareholder resolutions that receive significant support. The potential impact on boards, in the form of future withhold recommendations, could be significant if they fail to respond in the manner outlined by the proxy advisory firms. This article examines the contours of the policy changes and how issuers can prepare for them.

Important in Westcott’s version is an update FAQ from ISS outlining what will considered to be a satisfactory response to common shareowner resolutions, which I found helpful.  Click to read Westcott’s article. See also, 2013 U.S. proxy voting policies and procedures FAQ (excluding compensation-related questions) by Miriam R. Sowinski of Holland & Knight LLP. At the quick glance I gave them, I didn’t see an substantial difference from the original Alert from Weil, which also considered the update from ISS.

As I was writing this post back in January, which is mostly for my own benefit so that I can locate these documents in future, Holly Gregory sent me an essay on Preserving the Balance in Corporate Governance. It contains advice that should be considered at any time.



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