Director elections: ISS’ view of winning
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).
April 22, 2014 at 08:00 PM
6 minute read
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.
As it turns out, per data provided by researchers like ProxyPulse, most directors are elected by between 80 percent to over 90 percent of shareholders voting in their favor. Only a very small percentage of directors fail to receive a majority vote. The fact that this does happen, however, shows that shareholders do in fact have a way to express their displeasure when they want to do so.
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