January 8, 2025 Okapi Partners Analyzes ISS’ 2025 Americas Policy Update

ISS recently published its 2025 benchmark policies that will impact shareholder meetings starting on February 1^st, 2025. There were limited material updates for the US market. An item described as “not a policy change for 2025” by ISS may impact the most US companies. ISS noted that, in its review of Say on Pay proposals, companies with design or disclosure concerns regarding their performance-based equity programs would be at greater risk of Against recommendations if they also triggered an elevated level of concern on their quantitative pay for performance screens. You may want to review your proxy disclosures around equity compensation with this note in mind in advance of your 2025 annual meeting. The Okapi Partners team is prepared and ready to assist you with this review.

We provide high level details on the other US Policy updates below. Additional details on the other Americas updates can be found here.

Topic: Poison Pills
Policy Update: Updates the policy to increase transparency of the factors considered in in the case-by-
case evaluation of poison pills.

Topic: SPAC Extensions
Policy Update: Updates the policy to codify current policy application to recommend support for
extension requests of up to one year from the original termination date.

Topic: Natural Capital
Policy Update: Terminology update to replace the reference to “General Environmental Proposals” by
the updated reference of “Natural Capital-Related and/or Community Impact `Assessment Proposals”.

Source: ISS Benchmark Policy Updates – Appendix A

Glass Lewis also recently published its policies for 2025 (link here). Similar to ISS, the majority of these updates are just clarifications of existing policies. Perhaps most interesting for 2025 is the evolution of their board oversight policies to explicitly “call out” AI. Specifically, GL now notes the potential to recommend Against directors when there is perceived evidence of insufficient oversight of AI issues and an AI-related event results in material harm to shareholders. If you have any questions or concerns about the policy updates or want to discuss specific issues that you want to address, please feel free to reach out.