Pat McGurn’s ’21 Proxy Season Perspective

Our guest – ISS’ Pat McGurn – explores the latest voting recommendation policy updates from ISS (Institutional Shareholder Services), including:

1. How would you describe this past year for you personally?
2. What is ISS’ board gender diversity policy now?
3. How about director racial/ethnic diversity?
4. When it comes to director tenure, what does your policy about term limits now look like – how does that vary between management and shareholder proposals?
5. Where is ISS at when it comes to virtual shareholder meetings?
6. How does ISS distinguish between federal and state forum provisions?
7. What was the ISS tweak on dead-hand poison pills, board classification and advance notice bylaw provisions?
8. A hot topic obviously is E&S – where does ISS stand on board oversight of risks related to that topic?
9. Do you want to drill down to gender gap shareholder proposals?
10. To mandatory arbitration and sexual harassment shareholder proposals?
11. Where does ISS stand when it comes to Covid-related compensation decisions?
12. I understand that ISS will no longer provide draft research reports to companies for review to fix factual errors – but that companies will still receive a copy of the final report. If a company does see a factual error in a report, what might it be able to do?

For many more Vid-Guides dealing with corporate & securities law, corporate governance, E&S issues and more – particularly if you want to review any Vid-Guides referred to during this Vid-Guide – see the list of Vid-Guides spread throughout these categories:

• Corporate Governance
• Proxy Season
• Executive Pay
• ’34 Act/Other
• ’33 Act/Deals
• Sustainability/E&S
• Career Advice
• Fun Party

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