ISS 2025 US Benchmark Policy Guidelines
On December 17, 2024, one of the two most influential proxy advisory firms, ISS, released its Proxy Voting Guidelines Benchmark Policy Changes for 2025: US, Canada, and Americas Regional, which provides updates to its voting policies for the 2025 proxy season. The full 2025 ISS Benchmark Voting Policy document is expected to be published in the coming […]
Brad Goldberg and Alessandra Murata are Partners, and Michael Bergmann is a Special Counsel, at Cooley LLP. This post is based on a Cooley memorandum by Ms. Murata, Mr. Bergmann, Mr. Mencher, Beth Sasfai, Brad Goldberg, and Megan Arthur Schilling.
On December 17, 2024, one of the two most influential proxy advisory firms, ISS, released its Proxy Voting Guidelines Benchmark Policy Changes for 2025: US, Canada, and Americas Regional, which provides updates to its voting policies for the 2025 proxy season. The full 2025 ISS Benchmark Voting Policy document is expected to be published in the coming weeks. This alert provides a high-level description of the US policy updates, which will apply for shareholder meetings held on or after February 1, 2025.
Similar to 2024, ISS has introduced significantly fewer policy changes than Glass Lewis, focusing only on poison pills, special purpose acquisition company (SPAC) extensions and a change from general environmental to natural capital-related terminology. Notably, ISS has not added any policies related to artificial intelligence (AI), unlike Glass Lewis, which included new policies regarding AI board oversight and shareholder proposals.
ISS also has provided a preview of possible future policy changes regarding the use of performance-based versus time-based equity awards in US executive compensation programs in its Executive Summary Global Proxy Voting Guidelines Updates for 2025 and Process of ISS Benchmark Policy Development. In addition, ISS issued updates to its FAQs on Executive Compensation Policies and Equity Compensation Plans.
