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ISS Policy Updates for 2018

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January 09, 2018 | Barbara Baksa

ISS Policy Updates for 2018

It used to be that ISS would make only a few changes per year to its voting policies that affected stock compensation. Some years the changes didn't even warrant a blog entry. But now ISS has the Equity Plan Scorecard and a scorecard requires constant tweaking. As a result, we now have a lengthy list of changes to review every year. Today's blog entry is a summary of the ones I think are most significant.

It's Harder for S&P 500 Companies to Earn a Passing Score

Big news for S&P 500 companies: your stock plans now have to earn an extra two points (a total of 55 pts) to receive a favorable recommendation. Everyone else's plans still pass with only 53 pts.

The Burn Rate Test Gets a Little Easier for Acquirers

More big news: all companies can now request that ISS exclude restricted shares granted in consideration for an acquisition from their burn rate.  Companies that want to request this must include a tabular disclosure reporting the number of restricted shares granted in this context for their most recent three fiscal years.

Partial Credit Eliminated for Some Factors

No more partial credit for CIC provisions, holding requirements, and CEO vesting requirements, and in some cases, the requirements to receive full credit have been relaxed.

To earn full credit for CIC provisions, the provisions must meet both of the following conditions (unless the company doesn't grant time-based awards, in which case only the condition related to performance awards matters):

  • Performance awards can allow the following: (i) pay out based on actual performance, (ii) pro rata pay out of the target level (or a combination of i and ii), or (iii) forfeiture of awards.
  • Time based awards cannot provide for automatic single-trigger or discretionary acceleration of vesting.

To receive full points for the holding period requirement, shares must be required to be held for 12 months (down from 36 months in past years) or until the end of employment. No points for requiring shares to be held until ownership guidelines are satisfied.

To receive full points for the CEO vesting requirements, awards granted to the CEO in the past three years cannot vest in under three years (down from four years in the past). Still no points if no performance awards have been granted to the CEO in the past three years, but grants of time-based awards are no longer required to earn full credit.

- Barbara

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