Reed Smith Client Alerts

Authors: Jeffrey G. Aromatorio

Institutional Shareholder Services, Inc. (“ISS”) recently announced it will accept updates to certain companies’ self-selected peer groups until 5 p.m. EST, December 9, 2013. All companies in the Russell 3000 index with annual meetings set to occur between February 1, 2014, and September 15, 2014, are eligible to participate.

ISS uses peer group information for its pay-for-performance analysis as part of its say-on-pay vote recommendation. A company that has modified its peer group since the most recent compensation disclosure may want to consider updating its peer group with ISS.

ISS states it will use company-supplied peer group information “solely for the purpose of constructing peer groups.” Information submitted by companies with respect to a self-selected peer group will not be shared with any other party within or outside of ISS prior to the publication of the report. ISS will include the list of company peers that it used as an input to its peer group construction in its proxy research report.

ISS does expect, however, that the company-supplied list of peers will match the benchmarking peers that are disclosed in the 2014 proxy. If the peers provided to ISS through this process are different from the peers disclosed in the proxy, ISS may apply “additional scrutiny to this variance as part of its pay-for-performance analysis.”

If a company eligible to participate in this program has not made or does not intend to make changes to its previously disclosed peer group, or does not wish to provide this information in advance, ISS will simply construct peer groups based upon company-selected peers disclosed in the prior year’s proxy.

 

Client Alert 2013-319