Alert September 09, 2014

ISS Introduces Equity Plan Data Verification Web Site for U.S. Companies

As a supplement to its existing QuickScore data verification portal, ISS has announced a new Equity Plan Data Verification portal.  Equity Plan Data Verification will provide eligible companies with an opportunity to preview, and if necessary request that ISS update, the data upon which the ISS voting recommendation on an equity plan proposal will be based.  Participation in Equity Plan Data Verification is optional, but many companies will want to take advantage of this new process to ensure that ISS is using the most timely and accurate data in its proxy research analysis and recommendations.

Eligibility for Equity Plan Data Verification will at least initially be limited to U.S. companies and companies that are otherwise covered under ISS’s U.S. policy.  The company must have a new or revised equity plan proposal on the ballot for a stockholder meeting.  The process will not be available for cash and bonus plan data points.  The Equity Plan Data Verification process will be available to companies that file definitive proxy materials (a) after September 8th, 2014 and (b) at least thirty (30) days in advance of the date of the meeting at which stockholders will vote on the equity plan.

In most cases, ISS expects that the two business day period for companies to utilize the Equity Plan Data Verification process will begin within 12 business days after the company files its definitive proxy materials, although exact dates cannot be given in advance and may vary.  After ISS has collected equity plan data from the company’s definitive proxy materials and other SEC filings, ISS will notify the company’s registered contact(s) by email on the morning on which the company’s data verification window will open, prior to the time the window opens. 

When the data verification window opens, the company’s data will be available from 9:00 a.m. ET on the first business day until at 9:00 p.m. ET on the following business day.  The company can review and verify the data and/or request that ISS modify the data during this two business day window.  ISS generally expects that it will respond to companies that submit a data update response to ISS within five business days.  Notification of ISS’s review of the company’s data verification submission will be sent by email to the company contact(s) who entered their contact information on the response form and submitted the data verification request.  Note that if multiple users submitted separate data verification requests (for example, dealing with different parts of the data), users will receive results of ISS’s review only for the items that were submitted by that user.  The results of ISS’s review and responses to all company submissions will also be available to all users on the ISS Equity Plan Data Verification web site.

ISS will also make final proxy research analysis available for any company for which ISS publishes proxy research analysis, whether or not the company has an equity plan proposal on the ballot.  Company contacts registered on the Equity Plan Data Verification web site will receive an email alert when ISS publishes its final proxy analysis, and can access the report through ISS’s separate Governance Analytics web site using their Equity Plan Data Verification login.

Companies that wish to participate in the Equity Plan Data Verification process must register using the web form on the ISS web site.  Company contacts will receive login details within five to seven business days after registering, and will also receive emails when a submission is received by ISS and again when ISS has reviewed the submission.  In addition, ISS will send email notices when the two business day period for company review begins and when ISS has responded to a company’s data verification submission.  Multiple company employees may register, but ISS does not permit compensation consultants or other advisers (including outside counsel) to register or use company login credentials.

Companies that are interested in learning more about the Equity Plan Data Verification process and definitions of data points to be collected by ISS can view and download ISS FAQ, which includes the list of questions that are included in Equity Plan Data Verification process, on the ISS web site at www.issgovernance.com/equity-plan-data-verification.  There is also a link to the registration web form available on that web page.