TheCorporateCounsel.net

We’ve posted the transcript from our recent webcast – “ISS Forecast for 2023 Proxy Season.” ISS’s Marc Goldstein provided a recap of what transpired during the 2022 proxy season and thoughts on the issues companies will face in the upcoming proxy season. Davis Polk’s Ning Chiu & Gunster’s Bob Lamm joined in the dialogue with Marc. The program was full of useful information, including this nugget about what ISS expects from companies with less than 70% say-on-pay support:

What we always tell companies is, “Go and talk to your shareholders.” We want to see in the proxy how many shareholders you spoke to. It can be a number, it can be a percentage. We want some indication of the breadth of the engagement program. What did you hear from shareholders and what did you do in response? It’s not rocket science, it’s fairly simple. If companies report in the proxy that shareholder feedback was on issues A, B, and C and ISS had identified a different set of issues in our report, we expect the company to be responsive to what shareholders said rather than what was in the ISS report.

If a company received low support and then claims that every shareholder they spoke to was supportive of the program, that raises some credibility issues. Clearly, you’re not talking to the right people if Say on Pay failed or got 50% support. Someone obviously wasn’t supportive. Go out and find them, talk to them, and figure out what was the basis of their opposition and what you can do about that.

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– John Jenkins