ISS released today its Executive Summary of its 2023 proxy voting guidelines updates and policy development process and its Americas Proxy Voting Guidelines Updates for 2023, which are largely consistent with the proposed policies that we detailed here.
In a noteworthy change from the proposed policy on officer exculpation, the final policy indicates that ISS will make vote recommendations on a case-by-case basis taking into account the stated rationale and several enumerated factors, whereas the proposed policy provided that ISS would generally recommend “for” such proposals to the extent permitted under applicable state law. Unlike the proposed policy, the final policy change rationale notes that Nevada and certain other states allow companies to limit director and officer liability for violations of the duty of loyalty, which ISS indicates has questionable benefits for shareholders and thus would not be supported.
Policy updates for other jurisdictions are posted here.
See ISS’s release and additional resources on our Proxy Advisors page.