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As noted above, ISS has proposed benchmark policy updates for 2025 on limited topics. Here’s more detail on what’s changed for the assessment of poison pills and SPAC extensions:

For poison pills, ISS has proposed to increase transparency of factors considered during the case-by-case evaluation of whether a board’s actions in adopting a short-term poison pill were reasonable. The following are the expanded or newly listed factors, all of which were already considered by analysts under the category of “other factors as relevant”:

– The trigger threshold and other terms of the pill;

– The context in which the pill was adopted, (e.g., factors such as the company’s size and stage of development, sudden changes in its market capitalization, and extraordinary industry-wide or macroeconomic events); and

– The company’s overall track record on corporate governance and responsiveness to shareholders.

For SPAC extension proposals, ISS has changed its policy from voting on a case-by-case basis, taking into account the length of the extension, the status of any pending transaction, any added incentive for non-redeeming shareholders, and any prior extension requests, to generally supporting requests to extend the termination date by up to one year from the original termination date (inclusive of any built-in extension options, and accounting for prior extension requests), and may consider any added incentives, business combination status, other amendment terms, and use of money in the trust fund to pay excise taxes on redeemed shares (if applicable).

See today’s post on The Advisors’ Blog on CompensationStandards.com for more on ongoing considerations related to the use of performance- vs. time-based equity awards.

– Meredith Ervine