ISS Opens Peer Group Submission Window

As noted in this Cooley alert from Ali Murata, Megan Schilling, Michael Bergmann, and Janice Chan, ISS recently opened its peer submission window, with it closing next Friday, November 22nd. As noted in the alert:

  1. Each year, ISS constructs its own group of “peers” for each company, which it uses to analyze the company’s executive pay and relative company performance for the preceding year. ISS considers a company’s self-selected peer group as part of its peer group construction methodology.
  2. Accordingly, ISS periodically invites companies to submit any changes they have made to their self-selected peer group for their next proxy disclosure.
  3. We encourage any companies that have changed their peer groups from those publicly disclosed in the last proxy filing to consider providing that information to ISS during the submission window, because doing so may result in greater overlap between the company’s self-selected peer group and the ISS-constructed peer group. (See the alert for more on this.)
  4. Companies are not obligated to participate in the submission process, and some companies may not want to provide this information or feel that the benefit of doing so is not sufficiently meaningful in their circumstances. For example, a company should only participate in the peer submission process if the company intends to disclose the resulting peer group in its next proxy filing – or the peer submission process is unlikely to be useful to a company where the ISS vote recommendation is not meaningful.

Authored by

Portrait photo of Broc Romanek over dark background

Broc Romanek

Cooley