ISS Finalizes 2012 Proxy Voting Updates: Changes Include Significantly Revised Pay-for-Performance Model and Scrutiny if Prior Year Say-on-Pay Received Less Than 70% Support; No Details Yet on Specific Proxy Access Terms

Sullivan & Cromwell LLP - November 17, 2011

On November 17, 2011, Institutional Shareholder Services issued updates to its policy governing voting recommendations on shareholder and company proposals for the 2012 proxy season. The updates, which are available at, are generally consistent with ISS’s proposed updates issued last month, which are described in more detail in our memorandum, dated October 28, 2011, entitled “2012 Proxy Season Developments.” Issuers should review the updates and consider any impact they may have on the expected level of support for the directors, the company’s say-on-pay proposal, or other shareholder or company proposals in 2012.