Director elections: ISS’ view of winning

ISS has been instrumental in moving public company director elections to a majority-of the-votes-cast standard

Annual director elections may get more difficult due to some new factors being considered by one of the most influential proxy advisory services, Institutional Shareholder Services (ISS).

U.S. public companies differ on the particulars of how to run their director elections. Some companies take the position that a plurality of the votes will suffice (which is what counts in most U.S. congressional elections, by way of example). ISS has been instrumental in moving public company director elections to a majority-of the-votes-cast standard in uncontested elections, arguing that a win isn't “real” with a lower threshold.

Priya Cherian Huskins

Priya Cherian Huskins, Esq., is senior vice president of Woodfruff, Sawyer and Company. She can be reached at phuskins@wsandco.com.

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