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Governance Data, Analytics, and News from Institutional Shareholder Services

December 3, 2018

CONTENTS

Meetings to Watch

Upcoming ISS Speaking Events

Interesting Meeting Calendar

News Roundup

ISS Updates & Links

 

2018 US Equity Compensation Plans Overview and Trends

Ed. Note: This week, we feature excerpts from our recent publication 2018 U.S. Equity Compensation Plans Overview and Trends. To access the full report, click here.

Key Takeaways

  • The repeal of section 162(m) is having a dramatic impact on the number of equity plan proposals. The number of Russell 3000 equity plan proposals submitted this year declined by approximately 40 percent. Also, some companies removed the exceptions under section 162(m) for qualified performance-based compensation, individual grant limits, and references to performance cash awards in their plan documents in response to the new tax law.
  • Shareholder-friendly plan features are gaining traction year over year.
    • Equity compensation plans that stipulate a one-year minimum vesting requirement have increased from 35 percent in 2017 to 44 percent as of October 2018.
    • The percentage of companies that prohibit liberal share recycling in their equity plans continues to increase.
    • Sixty-one percent of companies prohibit the payment of dividends on unvested equity, compared to 57 percent of companies last year.
    • An increasing number of companies prohibit the use of repricing and cash buyouts.
  • Specific aspects of equity plan proposals lead to higher levels of shareholder opposition. High dilution, high burn rate, repricing provisions, and evergreen provisions are associated with higher levels of shareholder opposition to equity compensation plan proposals.
  • Pharmaceuticals and technology companies grant the most equity. Available data indicate that the median three-year average burn rate in these industries is more than double most other industries.
  • Equity grants in the real estate and utilities industries are concentrated at the executive level, but their median dilution level is low.

Dilution

Dilution generally refers to the reduction in the equity ownership of a shareholder due to the issuance of new shares by the company. Investors understand that dilution is a normal part of the investment process, which may impact them differently depending on the maturity of the company. For investors in high-growth companies, dilution could mean a potential increase in the value of their investment over time despite a decrease in their equity ownership. However, for a business in a challenging market environment, increases in share issuances could raise concerns, as investors experience a low or no return on their investments, in addition to reductions in equity stake.

Burn Rate

Burn rate is one of the most common ways of measuring a company’s dilution. Burn rate refers to the rate at which a company grants equity to employees, and it is measured as the ratio of the company’s grants of stock to the company’s weighted average common shares outstanding during a given period.

Investors frequently support grants of equity to plan participants if they do not result in excessive dilution. Because burn rate provides insight into how quickly companies utilize their equity plan shares, it is a factor used by many investors when evaluating equity plan proposals.

The way companies use equity varies according to industry. Some industries, such as technology and pharmaceuticals, are known for their large equity grants. Historically, many biotech and technology companies have compensated employees with stock options and restricted stock, especially during their early stages when they have limited cash flows. Thus, it is often more common for companies in these industries to use stock-based compensation for a broad employee base.

Consistent with past experience, industries related to pharmaceuticals and technology have the highest levels of equity dilution in terms of burn rate. Interestingly, the retail sector exhibits one of the highest burn rate figures. Companies that experience high volatility or falling stock prices may end up granting more shares in order to meet the set equity grant value for compensation. Suppose a company has set its target equity compensation value for an employee to $1 million per year. In prior years, the company’s average stock price was at $10/share and as a result the company granted 100,000 shares. The following year, their stock price declined and was only at $5/share. Consequently, the total granted shares increased and became 200,000 shares.

Potential Share Dilution

In addition to burn rate, which is a backward-looking measure of actual dilution, many investors also evaluate potential reductions in existing shareholders’ positions through the measure of potential future dilution. This potential dilution (a forward-looking indicator) can be measured as the total number of shares allocated to all company equity compensation plans divided by the total number of common shares outstanding plus all shares under the plans. Full dilution (as this calculation is called) calculates the amount of maximum dilution as represented by the number of shares reserved over the life of the plan.

Similar to the burn rate results, available information on median dilution levels by industry group show that pharmaceuticals and biotechnology as well as software and services exhibit the highest rates of dilution, while utilities, real estate, and banks are the three industry groups with the lowest levels of dilution.

In accordance with the widespread investor interest in potential dilution, ISS will use a basic dilution measure (shares under all equity plans divided by common shares outstanding) as part of its updated 2019 Equity Compensation Scorecard policy.

Features of Equity Compensation Plans

Minimum Vesting Requirements

Vesting requirements refer to the minimum amount of time that must pass before an employee can earn the right to the actual payment of any portion of an award. This specific provision supplements the retention goals inherent in providing equity awards and ensures that plan participants’ interests are aligned with those of shareholders during the specified period before vesting. However, some companies choose not to have vesting requirements in their compensation plans to preserve flexibility in award agreements. For instance, it will be harder for a company to bring in a new executive if the employment agreement stipulates a one-year minimum vesting requirement for inducement or “make-whole” grants.

In the last two years, we saw an increase in the number of Russell 3000 companies that adopted minimum vesting provisions in their compensation plans. Of all the equity plans submitted from January to October 2018, at least 44 percent stipulate a minimum vesting for all award types, compared to 35 percent of equity compensation plans on ballot in 2017.

Change-in-Control Vesting Conditions

Some investors view the automatic acceleration of equity awards upon a change in control without an accompanying termination of employment to be problematic. With lucrative payments in mind, some investors raise the concern that an automatic acceleration of equity could potentially encourage executives to negotiate corporate transactions that may serve their personal interests but not those of shareholders. Furthermore, the acceleration of performance-based equity awards may be viewed as more problematic, because it waives both the time and performance conditions tied to the equity and severs the link between pay and performance.

A growing number companies are shifting away from problematic change-in-control equity vesting in light of increased scrutiny from shareholders. Several companies have come up with alternative approaches that maintain the retentive value of awards and achieve pay-for-performance objectives. Some of these alternative change-in-control vesting conditions include, but are not limited to:

Time-based Equity Vesting

  • The assumption or conversion to equivalent awards of the acquirer's equity with vesting terms maintained;
  • Conversion to cash-based awards with vesting terms maintained;
  • Acceleration of vesting only if the awards are not assumed; and
  • Acceleration of vesting only upon termination of employment following the change in control.

Performance-based Equity Vesting

  • Performance equity will be forfeited or cancelled upon change in control;
  • Lapse of performance criteria but with time-based vesting schedule maintained; and
  • Vesting of performance-based equity based on actual achievement and pro-rata payment.

Although single-trigger equity vesting became less common, we continue to see resistance from companies to implement more restrictive vesting conditions. Available data suggests that, while we see an increase on the number of equity plan proposals that restrict the automatic acceleration of time-based awards, the majority of companies still choose to let the board decide on the treatment of equity. The same is true for performance-based equity vesting, as only one in six companies provide for the acceleration based on actual achievement with a pro-rata payment.

The ISS U.S. Policy Updates for 2019 include an adjustment to the Equity Plan Scorecard model to evaluate the quality of disclosure of change-in-control vesting provisions, rather than solely assessing the actual vesting treatment of awards. The updated model awards positive points to equity compensation plans that provide specific disclosure regarding the vesting treatment of performance- and time-based awards upon a change in control.

Trends

Changes in section 162(m) reduce the number of proposals submitted in 2018

Since the SEC approved the rules requiring shareholder approval of equity compensation plans in 2003, hundreds of equity plan proposals were submitted for shareholder approval each year. In 2017, we saw one of the largest number of proposals, with 793 equity compensation plan proposals submitted to shareholder vote from January to October.

Prior to the Tax Cuts and Jobs Act of 2017, section 162(m) of the Internal Revenue Code excluded commission-based and qualified performance-based compensation from the $1 million tax deductibility limit for compensation paid to each covered executive. With the repeal of the performance-based compensation exemption under section 162(m), we observe a significant decline in the number of equity plan proposals on ballot, as companies are no longer required to submit plans for approval to qualify for the exemption. In addition, some companies eliminated certain provisions in their equity compensation plans in response to the new tax law.

To date in 2018, only two percent of the equity compensation plan proposals have been submitted for 162(m) re-approval, compared to 13 percent of equity plan proposals in 2017. Despite the repeal, there were still a few companies that amended their plans to secure transition tax relief for grandfathered grants. At least 7 percent of proposals sought to remove certain plan provisions relating to section 162(m). Those provisions include but are not limited to: (i) exception under Section 162(m) for qualified performance-based compensation, (ii) individual grant limits that were intended to comply with the previous exemptions, and (iii) references to performance cash awards.

In light of the release of the initial guidelines by the IRS (Notice 2018-68) providing for tighter deduction rules and ultimately less tax benefits to issuers, we expect the number of proposals to continue to remain relatively low in the years to come, and we expect to see more companies removing specific 162(m) provisions from their equity compensation plan documents.

Potential drivers of significant opposition to equity compensation plans

Most equity compensation plans tend to receive high levels of support. In 2018 year-to-date, the median level of support for equity plans stands at 92.9 percent of votes cast "for" and "against." Below, we explore some factors that may drive higher level of oppositions to stock plan proposals.

In line with investors' keen interest in the dilutive impact of equity compensation plans, we discern a negative correlation between the level of potential dilution and the level of support that plans receive on the ballot. Plans with higher levels of dilution appear more likely to receive significant levels of opposition, as exhibited in the graph below.

An analysis of vote results by burn rate levels yields similar results to the analysis about dilution. Companies that have been granting stock in greater numbers during the past three years tend to receive lower support on their stock plans.

--Leah Dela Cruz, ISS Corporate Solutions

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Meetings to Watch

Log into Governance Analytics and click on Special Situations Research to enable these links:

Shire plc Acquisition by Takeda Pharmaceuticals | Analysis | Meeting Date December 5, 2018

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Takeda Pharmaceuticals Acquisition of Shire | Analysis | Meeting Date December 5, 2018

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Alpine Electronics Acquisition by Alps Electric | Analysis | Meeting Date December 5, 2018

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Dell Technologies Proposed Conversion into Dell Class C | Analysis | Meeting Date December 11, 2018

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Detour Gold Proxy Contest with Paulson | Analysis | Meeting Date December 11, 2018

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Contentious Pipeline - October 2018 | Pipeline | Published on November 13, 2018

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Upcoming ISS Speaking Events

These are upcoming events where ISS staff will be speaking or in attendance. ISS does not necessarily endorse any of these groups.

December 4, New Haven, CT
Yale Sustainable Finance Seminar
(Ariane de Vienne, ISS-ESG)

December 4, Frankfurt
PRI Climate Forum: Frankfurt
(Maximilian Horster, ISS-ESG)

December 4, London
ICGN Global Stewardship Awards 2018
(Jamie Munnion, ISS)

December 5, Webinar
ISS SCAS RecoverMax Webinar: Navigating the Complex Process of Tracking Securities Class Action Litigation
(Jeffrey Lubitz, ISS SCAS)

December 5, Boston
IOSCO/PIFS-Harvard Law School: Global Certificate Program for Regulators of Securities Markets
(Georgina Marshall, ISS Research)

December 5, Vienna
ISS ESG Event in Vienna
(Robert Haßler, Matthias Bönning, Marco Mansfeld, Christopher Kuales, Maximilian Horster, Sabine Pex, ISS-ESG)

December 5-6, New York
RI Americas Conference
(Ariane de Vienne and Nicole Bouquet, ISS-ESG; Kevin Jurick, ISS)

December 7, Tokyo
Jefferies Group Activism Summit
(Takeyuki Ishida, ISS Research)

December 10, Taipei
Address to Taiwain Stock Affair Association
(Daniel Cheng, ISS Analytics)

December 11, Brussels
GUBERNA Belgian Directors Association - Roundtable on Significant and Controlling Shareholders
(Robbert Gerritsen, ISS Research)

December 11, Frankfurt
ISS ESG Event in Frankfurt
(Robert Haßler, Matthias Bönning, Maximilian Horster, Viola Lutz, Stefan Löbbert, Frauke Demuth, ISS-ESG)

December 11, Katowice, Poland
WWF Event - Investors Alignment with the Paris Agreement - on Track for < 2°C?
(Maximilian Horster, ISS-ESG)

December 12, Tokyo
PwC Audit Committee Network
(Keynote Speaker: Takeyuki Ishida, ISS Research)

December 12, Helsinki
FINSIF Seminar: Global Trends in Responsible Investing
(Jaspreet Duhra, ISS-ESG)

December 17, Paris
CLIFF Annual Seminar
(Cedric Laverie, ISS Research)

December 20, Tokyo
Mitsubishi UFJ Trust Seminar: Corporate Value, Shareholder Engagement and Voting in 2018 and ahead
(Takeyuki Ishida, ISS Research)

January 8, Ft. Lauterdale, FL
NACD Florida Chapter - Investor Engagement in 2019: What Boards Should Know
(John Roe, ISS Analytics)

January 8, Houston
Joele Frank Energy Sector Conference
(Marc Goldstein, ISS Research)

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Interesting Meeting Calendar

This supplemental list highlights upcoming meetings with notable ballot items; these may include companies with interesting or novel shareholder proposals, proxy contests, non-standard management proposals, and more. Appearance on this list does not denote any particular ISS vote recommendation.

Company Ticker Country Meeting Type Date
Bastide Le Confort Medical SA BLC France Annual 3-Dec-18
Paz Oil Co. Ltd. PZOL Israel Special 3-Dec-18
River & Mercantile Group Plc RIV United Kingdom Annual 5-Dec-18
TPG Telecom Ltd. TPM Australia Annual 5-Dec-18
Alpine Electronics, Inc. 6816 Japan Special 5-Dec-18
Sirius Real Estate Ltd. SRE Guernsey Special 5-Dec-18
Delta Galil Industries Ltd. DELT Israel Special 5-Dec-18
Oncopeptides AB ONCO Sweden Special 5-Dec-18
MJ Gleeson Plc GLE United Kingdom Annual 6-Dec-18
S.N.G.N. Romgaz S.A SNG Romania Special 6-Dec-18
Bonduelle BON France Annual/Special 6-Dec-18
Vilmorin & Cie SA RIN France Annual/Special 7-Dec-18
Premier, Inc. (North Carolina) PINC USA Annual 7-Dec-18
Harmony Gold Mining Co. Ltd. HAR South Africa Annual 7-Dec-18
VOYAGE GROUP, Inc. 3688 Japan Annual 8-Dec-18
Valid Solucoes SA VLID3 Brazil Special 10-Dec-18
Radisson Hospitality AB RADH Sweden Special 10-Dec-18
CBS Corp. CBS USA Annual 11-Dec-18
Oil-Dri Corp. of America ODC USA Annual 11-Dec-18
Detour Gold Corp. DGC Canada Proxy Contest 11-Dec-18
Ring Energy, Inc. REI USA Annual 11-Dec-18
EnviroStar, Inc. EVI USA Annual 11-Dec-18
Nordic American Tankers Ltd. NAT Bermuda Annual 11-Dec-18
Bayside Land Corp. Ltd. BYSD Israel Annual 11-Dec-18
Petroleo Brasileiro SA PETR4 Brazil Special 11-Dec-18
Transcontinental Realty Investors, Inc. TCI USA Annual 12-Dec-18
Westpac Banking Corp. WBC Australia Annual 12-Dec-18
YTL Power International Bhd. 6742 Malaysia Annual 12-Dec-18
Guoco Group Ltd. 53 Bermuda Special 12-Dec-18
Huayu Automotive Systems Co., Ltd. 600741 China Special 12-Dec-18
Barry Callebaut AG BARN Switzerland Annual 12-Dec-18
Rami Levi Chain Stores Hashikma Marketing 2006 Ltd. RMLI Israel Special 12-Dec-18
China Communications Services Corp. Ltd. 552 China Special 13-Dec-18
Nanoco Group Plc NANO United Kingdom Annual 13-Dec-18
J.O.E.L. Jerusalem Oil Exploration Ltd. JOEL Israel Special 13-Dec-18
Melisron Ltd. MLSR Israel Annual/Special 13-Dec-18
Bashneft PJSOC BANE Russia Special 14-Dec-18
Village Super Market, Inc. VLGEA USA Annual 14-Dec-18
C.N.T.E.E. Transelectrica SA TEL Romania Special 14-Dec-18
HKBN Ltd. 1310 Cayman Islands Annual 14-Dec-18
KWS SAAT SE KWS Germany Annual 14-Dec-18
Ampio Pharmaceuticals, Inc. AMPE USA Annual 15-Dec-18
GMO Payment Gateway, Inc. 3769 Japan Annual 16-Dec-18
Public Power Corp. SA PPC Greece Special 17-Dec-18
Grivalia Properties Real Estate Investment Co. GRIV Greece Special 17-Dec-18
Discount Investment Corp. Ltd. DISI Israel Annual 17-Dec-18
Tabuchi Electric Co., Ltd. 6624 Japan Special 18-Dec-18
Nexyz.Group Corp. 4346 Japan Annual 18-Dec-18
Nine Dragons Paper Holdings Ltd. 2689 Bermuda Annual 18-Dec-18
Shaanxi Coal Industry Co., Ltd. 601225 China Special 19-Dec-18
National Australia Bank Ltd. NAB Australia Annual 19-Dec-18
Maeda Kosen Co., Ltd. 7821 Japan Annual 19-Dec-18
T. Hasegawa Co., Ltd. 4958 Japan Annual 20-Dec-18
Maruyama Mfg Co., Inc. 6316 Japan Annual 20-Dec-18
Dear Life Co., Ltd. 3245 Japan Annual 20-Dec-18
REIT 1 Ltd. RIT1 Israel Annual 20-Dec-18
euglena Co., Ltd. 2931 Japan Annual 21-Dec-18
Clal Insurance Enterprises Holdings Ltd. CLIS Israel Annual 27-Dec-18
Bank of China Ltd. 3988 China Bondholder 4-Jan-19

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News Roundup

Shell Changes Stance on Carbon as Investors Push for Disclosures

Royal Dutch Shell Plc’s decision to give more details on its emission-reduction plans sheds light on private discussions between the oil major and its shareholders, which led to a change in stance following years of resistance.

The capitulation will see the Anglo-Dutch company set carbon-output targets annually for the following three or five years as it works to halve its “net carbon footprint” by 2050. The goals will be tied to executive pay.

Shell will start setting targets in 2020, it said in a statement that -- unusually -- was co-signed by some of its largest investors. Most conversations about climate between oil majors and shareholders are held behind closed doors, making it hard for outsiders to know if they’re adequately tackling the issue.

“This joint statement is the first of its kind,” said Adam Matthews, director of ethics and engagement for the Church of England Pensions Board, which helped lead shareholder talks with Shell. It “gives us the confidence that Shell is committed to this path.”

Bloomberg | December 3, 2018

Ghosn's case highlights Japan's sensitivities on executive pay

Despite the outcry over the hefty compensation received by ex-Chairman Carlos Ghosn from Nissan Motor, Japanese executives typically earn only a tenth of what their peers in the U.S. make, raising concern in some quarters that corporate Japan may lose out to global rivals in its quest for talent.

In addition to bringing Japanese compensation into line with international standards, injecting transparency into decision-making regarding executive pay will be crucial.

Previously released documents show Ghosn earning roughly 1.9 billion yen ($16.7 million) combined in fiscal 2017. Nissan supplied 735 million yen, or about 40% of the automaker's executive compensation. The rest of Ghosn's came from alliance partners Renault and Mitsubishi Motors.

With allegations of undisclosed deferred compensation and other perks, such as properties in Brazil and Lebanon purchased by a subsidiary, Ghosn's total compensation from Nissan may run much higher.

Nikkei Asian Review | December 1, 2018

Emerging markets: change in the air for responsible investment

Environmental concerns, over and above governance, are driving progress in Asia

About this time of year, city dwellers across China stock up on face masks and air purifiers as temperatures drop and more coal is burnt.

The thick smog that gathers each winter across Chinese cities places environmental concerns front and centre for their inhabitants.

They may take heart, however, from the fact that boardrooms across the region are taking notice of increasing pressure to tackle this problem — along with adjacent investor concerns around social and governance issues — as the ESG movement sweeps into emerging markets.

Policymakers in China, for instance, have begun to voice concern over the high levels of pollution resulting from rapid economic development.

Chinese President Xi Jinping championed the Paris climate change agreement signed in 2016 and, after the US pulled out of the accord last year, Beijing signalled a willingness to work more closely with Europe on environmental issues.

“When China [indicates support] they don’t do it in small doses,” says Marisa Drew, chief executive of the impact advisory and finance department at Credit Suisse. “I see it amplifying over time.”

Financial Times | December 2, 2018

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ISS Updates & Links

Links in these sections are available to subscribers through our on-line platform. 

To access these documents, first log into Governance Analytics and then click on Governance Exchange (or Special Situations Research for those noted items) to enable these links:

2018 ISS Publications

2018 US Equity Compensation Plans Overview and Trends (available on ICS website)

Independent Board Leadership Matters: Evidence from Governance Practices (available on ISS website)

C-Suite Gender Diversity and Company Performance (available on ISS website)

Director Skills: Diversity of Thought and Experience in the Boardroom (available on ISS website)

2018 European Voting Results Report

Board Refreshment: Finding the Right Balance (available on ICS website)

Women in the C-Suite: The Next Frontier in Gender Diversity (available on ISS website)

A Preliminary Review of the 2018 US Proxy Season (available on ICS website)

Peer Selection and the Wisdom of the Crowd (available on ICS website)

European Shareholder Rights Directive II: An Overview (available on ISS website)

Global Governance: Board Independence Standards and Practices

An Early Look at the U.S. 2018 Proxy Season Trends (available on ISS website)

U.S. Board Study: Board Accountability Practices Review (available on ISS website)

U.S. Board Study: Board Diversity Review (available on ISS website)

An Early Look at the State of U.S. CEO Pay (available on ISS website)

An Overview of U.S. shareholder Proposal Filings (available on ISS website)

2030: An Odyssey to Thirty-Percent Board Diversity (available on ISS website)

Sexual Misconduct Risk: Five Steps for Effective Management (available on ISS website)

Building Company Watchlists for Proxy Season (available on ISS website)

U.S. Tax Reform: Changes to 162(m) and Implications for Investors (available on ISS website)

2018 Season Reviews

2018 United Kingdom Proxy Season Review

2018 Singapore Proxy Season Review

2018 Hong Kong Proxy Season Review

2018 Europe Proxy Season Review

2018 Japan Proxy Season Review

2018 Canada Proxy Season Review

2018 Taiwan Proxy Season Review

2018 US Uncontested Elections and Governance Proposals Proxy Season Review

2018 China Proxy Season Review

2018 France Proxy Season Review

2018 US Environmental and Social Issues Proxy Season Review

2018 US Executive Compensation Proxy Season Review

2018 Latin America Proxy Season Review

2018 South Korea Proxy Season Review

2018 Season Previews

2018 Greater China and Singapore Proxy Season Preview

2018 Japan Proxy Season Preview

2018 United States Season Preview

2018 UK and European Proxy Season Preview

2018 Canada Proxy Season Preview

2018 South Korea Proxy Season Preview

2018 Latin America Proxy Season Preview

2018 Market IQs

2018 Israel Market IQ

2018 Singapore Market IQ

2018 Hong Kong Market IQ

2018 China Market IQ

2018 France Market IQ

2018 Japan Market IQ

2018 Netherlands Market IQ

2017 ISS Publications

The Corporate Governance World in 2018 (available on ISS website)

The Seven Habits of Effective Engagement for Companies (available on ISS Corporate Solutions website)

The Seven Habits of Effective Engagement for Investors (available on ISS website)

2017 United States Proxy Voting Manual

2017 United States Board Practices Study

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For questions, comments or suggestions, email contactus@isscorporatesolutions.com.

ABOUT THIS PUBLICATION

Drawing on ISS' Data Desk, Governance Insights delivers news and analysis of corporate governance developments, including insights and reporting found in no other media, on a periodic basis. While we exercise due care in compiling this newsletter, we assume no liability with respect to the consequences of relying on this information for investment or other purposes.

 

ABOUT ISS
Founded in 1985 as Institutional Shareholder Services Inc., ISS is the world’s leading provider of corporate governance and responsible investment (RI) solutions for asset owners, asset managers, hedge funds, and asset service providers. ISS’ solutions include: objective governance research and recommendations; RI data, analytics, advisory and research; end-to-end proxy voting and distribution solutions; turnkey securities class-action claims management (provided by Securities Class Action Services, LLC); and reliable global governance data and modeling tools. Clients rely on ISS' expertise to help them make informed corporate governance and responsible investment decisions. For more information, please visit www.issgovernance.com.

This document and all of the information contained in it is the property of institutional Shareholder Services Inc. ("ISS") or its subsidiaries. The Information may not be reproduced or redisseminated in whole or in part without prior written permission of ISS. ISS MAKES NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE INFORMATION.

 

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ISS Corporate Solutions, Inc. (ICS) is a wholly owned subsidiary of Institutional Shareholder Services Inc. (ISS). ICS provides advisory services, analytical tools, and information to companies to enable them to improve shareholder value and reduce risk through the adoption of improved corporate governance and executive compensation practices. The ISS Global Research Department, which is separate from ICS, will not give preferential treatment to, and is under no obligation to support, any proxy proposal of a company (whether or not that company has purchased products or services from ICS). No statement from an employee of ICS should be construed as a guarantee that ISS will recommend that its clients vote in favor of any particular proxy proposal.

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