Institutional Shareholder Services Inc. (“ISS”) and Glass Lewis & Co., LLC (“Glass Lewis”) recently updated their proxy voting guidelines for the 2013 proxy season. The complete 2013 Updates to ISS’s U.S. Corporate Governance Policy are available here. Key updates from both proxy advisors relating to executive compensation and compensation-related matters are discussed below. While the 2013 policy updates represent incremental rather than wholesale changes to the respective advisor’s voting guidelines, they also reflect, at least in part, responses to critiques of their pay-for-performance analyses voiced during the 2012 proxy season. Public companies are urged to take the 2013 policy updates into account when reviewing existing practices and policies and considering changes.
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