For years, ISS has provided companies in the S&P 500 index the opportunity to review the factual accuracy of the data included in ISS’ pending proxy analyses. ISS believes that this review process helps improve the accuracy and quality of its analyses, an outcome that is in the best interests of both the institutional investors for whom the analyses are prepared, as well as for the companies that are the subject of these reports. In the U.S., S&P 500 companies are those most widely held by our clients and generally have the most complex disclosures, and are therefore provided with this review opportunity.
This review process, subject to the other provisions discussed below, is open to those companies in the U.S. in the S&P 500 index who elect to participate by providing us with contact information for the internal recipient(s) designated to receive review-related correspondence.
By electing to participate in ISS’ draft review process, companies agree to follow the process described below. Given the volume of proxy analyses handled by ISS during the height of proxy season, we are unable to make exceptions to this process, including the manner in which comments are solicited and the time frames described below.
Annual registration is required for all companies who wish to participate.
To receive a draft, companies must have pre-registered on this site. Sign-up is required by January 31st for companies with annual shareholder meetings during U.S. proxy season (March through June). We will try, if possible, to accommodate changes to the index constituents through the early part of proxy season. For companies with annual meetings outside of proxy season, registration is needed at least 35 days in advance of the meeting date.
Once registered, a company can change its contacts at any time by entering the revised full list of contacts at this site.
We will send draft review copies only to contacts within your company (in other words, not to outside advisors).
There is no cost to companies for the draft review.
Drafts are provided only for the proxy analyses for annual meetings, not special meetings, and not for any meeting where the agenda includes a merger or acquisition proposal, proxy fight, or involve a situation that ISS, in its discretion, considers to be of a controversial nature; such as a vote-no campaign.
To ensure timely delivery of our analyses to our clients, we cannot provide a draft to any company that files its definitive proxy less than 30 days before its meeting.
Drafts are always provided on a “best efforts” basis. ISS cannot guarantee that an issuer will have the opportunity to review a draft analysis. Therefore, neither an issuer’s presence in the S&P 500 index nor the provision of contact information to ISS through this site is a guarantee that an issuer will receive an opportunity to review its draft proxy analysis.
For determining which companies are eligible for a draft review, ISS generally uses the S&P 500 constituent list as of January 31st for annual meetings occurring during the following proxy season. We will try to include constituent changes to the index through the early part of proxy season if possible, depending on the meeting dates of the impacted companies. Following June 30th of each year, we update this list to reflect the index changes in real time.
HOW THE DRAFT REVIEW PROCESS WORKS
Draft reports will generally be emailed to company contacts approximately two to four weeks before an issuer’s annual meeting. During the height of proxy season, the time frame will likely be closer to two weeks before the meeting. The draft will be sent from: DraftReceivers@issgovernance.com. All responses to the draft should be sent only to that email address. ISS will not consider comments delivered via phone or email to individual analysts or ISS’ Research Helpdesk.
The cover letter accompanying the draft report will specify the deadline for the company’s comments, generally within 1-2 business days after it is distributed. Comments received outside of the deadline are unlikely to be considered before publication of the ISS analysis.
If the company has no factual corrections or comments on the draft, the company should respond within the deadline to indicate that there are no comments.
The draft will be sent in either Microsoft Word format or in PDF format. Companies provide their comments and factual corrections by using Word’s “track changes” and comments features, or as “notes” to the PDF, and/or in their reply email.
Note that an issuer’s QualityScore is not included as part of the draft review process.
Again, the purpose of this review process is to allow companies to verify the facts contained in our draft report. Issuers should focus any comments on the facts contained in the draft analysis. The draft review process is not intended to facilitate engagement around ISS’ applicable voting policies and/or ISS’ interpretation and application of those policies. ISS’ proxy voting policy guidelines, as well as comprehensive FAQs, are publicly available to assist issuers and others in understanding how ISS prepares its proxy analyses and engages with issuers. These are available through our Policy Gateway.
ISS’ proxy analyses are prepared using only publicly available information and ISS does not solicit or accept material non-public information from issuers (or others). Any information that a company provides during the draft review process must be publicly available through sources such as public filings or press releases. Each issuer acknowledges, however, that ISS may disseminate to its clients any and all information that a company provides as part of the draft review process.
All draft analyses distributed to an issuer are considered completely confidential. By providing contact information, issuers agree not to distribute the proxy analysis draft (or portions thereof) nor communicate the content or substance of the draft (including proposed vote recommendations), except to those in their company who have a legitimate business need to see it as part of the review process, and with outside advisors who also have a legitimate need to see it and who agree in turn to adhere to the same confidentiality restrictions applicable to the company.
Any public release or redistribution of a draft analysis or the information contained therein may result in forfeiture of eligibility to review future draft reports.
WHAT TO EXPECT FOLLOWING REVIEW
ISS is committed to considering all appropriate comments received through the draft review process and whether or not any particular input enhances the proxy analysis. We are not, however, obligated to indicate what changes will or will not be incorporated into the final analysis. In addition, all information in ISS’ proxy analyses is subject to change at ISS’ discretion.
ISS cannot delay delivery of an analysis pending public disclosure of changes to an issuer’s governance structure or practices. If, subsequent to the delivery of an analysis, an issuer notifies ISS of pertinent new information that is publicly available, ISS may, at its discretion, provide an updated analysis (a “Proxy Alert”) to its clients.
ISS must receive the written comments from the company before it will consider having a conversation with company representatives. Any additional communication between ISS and a company or its representatives is at ISS’ discretion. During proxy season, issuers should expect that only truly exceptional situations will warrant engagement prior to, or following, publication of ISS’ proxy analysis.
CONTACT INFORMATION FORM
Please complete this form to provide contact information for inclusion in the draft review process. ISS may use this contact information to provide you with other information about ISS and its affiliated companies.
Inquiries about ISS’ products and services, requests for copies of proxy research reports, and requests to engage with ISS regarding research reports and policies should be directed to the Help Center.