Davis Polk and Semler Brossy Offer an Update on Say-on-Pay

The proxy season is just around the corner for calendar year public companies, and, ahead of the season, two major proxy advisory firms, Institutional Shareholder Services (ISS) and Glass Lewis, recently released their 2019 policy updates. ISS’s 2019 policy updates and Glass Lewis’s 2019 policy guidelines, which are generally consistent with the 2018 versions, provide guidance on how ISS and Glass Lewis will make recommendations on companies’ “say-on-pay” vote. As a reminder, the say-on-pay vote is a non-binding advisory vote by shareholders of public companies on the compensation of the CEO, CFO and three other “named executive officers” whose … Read more