Proxy adviser ISS urges vote against $247mn pay for Discovery chief | Financial Times

Institutional Shareholder Services, a proxy adviser, has criticised a $247mn pay package for Discovery chief executive David Zaslav, setting up a showdown with investors as the media company is finalising its acquisition of WarnerMedia. Citing “significant concerns” with “excessive” stock options given to Zaslav, ISS recommended Discovery shareholders withhold voting for the three company board…

ISS Report on the Top 100 Settlements in Shareholder Litigation

ISS has updated its annual report on shareholder litigation. The data in the report is broken down by size of settlement, counsel, administrator, and plaintiffs. From the summary: Two of the settlements in 2021 delivered significant settlement amounts to be included within this Top 100 publication of largest U.S. settlements of all-time. These two class…

Less Diversity On Boards Leads to More CEO Overpayment

A new report from ISS finds that CEO pay plans that get the highest “no” votes from shareholders are more likely to be less diverse. In other words, boards with more diversity are less likely to propose CEO pay plans that shareholders deem excessive. Interestingly, it was not just high-profile, large companies that were the…

Agenda – ISS to Score Boards on Information Security Oversight

According to an update announced this morning to ISS ESG screening tool Governance QualityScore, outcomes will now include scoring on 17 newly introduced factors as part of the calculation for overall portfolio company governance in investor reports. This is the largest update to ISS’s methodology used to assess corporate governance caliber in recent years. The…

Deutsche Boerse to buy 80% of ISS for $1.8 billion | Reuters

The German stock exchange operator Deutsche Boerse DB1Gn.DE said on Tuesday it would acquire an 80% stake in Institutional Shareholder Services (ISS) for about $1.8 billion, the latest in a flurry of deals to sweep across the exchange industry. Deutsche Boerse to buy 80% of ISS for $1.8 billion | Reuters

The Chamber’s Appalling Amicus Brief on Proxy Advisors

The Chamber of Commerce, which has already deployed millions of dollars to get the SEC to restrict the sole source of independent research on proxy issues, has now filed an amicus brief in the ISS challenge to the rules. As expected, it is wrong on the facts and wrong on the law. It is particularly…

ISS’s Lorraine Kelly Responds to SEC Rule on Proxy Advisors

Lorraine Kelly, head of governance business at ISS, writes in Barron’s about the SEC’s proxy advisory rule. An excerpt: Since last year, the Securities and Exchange Commission has been swept up in a well-funded corporate lobbying campaign pressing for enactment of onerous regulations that will make it more difficult for shareholders to voice disagreement with…

Proxy adviser ISS recommends vote ‘against’ executive pay at Alphabet – Reuters

Institutional Shareholder Services (ISS) has recommended shareholders of Google-parent Alphabet Inc to vote “against” the company’s proposed executive pay at its annual meet in June, according to a report seen by Reuters on Thursday. “The compensation committee has demonstrated poor stewardship of pay programs as evidenced by recurring concerns of outsized awards that are not…