Executive Compensation Alert: ISS Peer Group Update Submission Period Open

ISS Corporate Solutions (“ISS”) has announced that it will accept updates of changes to the peer group company lists for its Say on Pay (“SOP”) voting recommendations for publicly traded companies that hold annual stockholder meetings between February 1, 2016, and September 15, 2016. Companies may provide the updates online until 8:00 p.m. EST on December 11, 2015. Companies with annual meetings after September 15, 2016, will be provided the opportunity to update their peer group company lists in summer of 2016.

ISS Say on Pay Vote Analysis

As a reminder, ISS provides a recommendation for the SOP vote of a public company to its institutional investor subscribers based on its analysis of the company’s executive compensation program compared to the executive compensation programs of a group of peer companies selected by ISS. In response to complaints that the companies selected by ISS were not reasonably comparable peer companies, ISS now considers a specific company’s list of peer companies for the analysis if they fit the industry, market capitalization and revenue parameters prescribed for the company by ISS. Normally, without feedback from a specific company, ISS will select a group of peer companies for the company based solely on the prescribed parameters which may, in some cases, include companies that the company may not consider to be appropriate peer companies.

Submission of List of Peer Group Companies

ISS is inviting companies in the Russell 3000®Index and Russell Microcap®Index of companies to update their lists of peer group companies used to set executive compensation for the fiscal year to be covered by their upcoming proxies during this update submission period. If a company has not changed its peer group of companies since its last proxy filing, it need not make a peer group update submission to ISS.

To update its peer group of companies with ISS, a publicly traded company may go to http://www.issgovernance.com/u-s-company-peer-group-feedback and follow the instructions on that website.


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