Avoiding an ISS Negative Recommendation: Considerations for Companies Seeking Shareholder Approval of Equity Incentive Plan Proposals

Skadden, Arps, Slate, Meagher & Flom LLP

Regina Olshan Erica Schohn Joseph M. Yaffe Kristin M. Davis Berit R. Freeman Jeffrey A. Lieberman Timothy F. Nelson

As the 2017 proxy season approaches, companies may be preparing to solicit shareholder approval for a new, or an amendment to an existing, equity incentive plan. In doing so, companies should keep in mind the positions of proxy advisory firms, particularly Institutional Shareholder Services (ISS) and Glass Lewis. Given the analytical complexity and, especially in the case of ISS, the specificity of proxy advisory firm evaluation models, companies should engage early with their advisers in order to confirm that the plan documentation and number of shares are appropriate and that the proposal is likely to receive a “for” recommendation.

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