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Incentive Plan Outliers: Winning shareholder approval for Equity Incentive Plans without ISS or Glass Lewis support

Equity Incentive plan proposals are the most common proxy proposal that all US companies will have to encounter at some point besides the legally required directors, auditors, and say on pay proposals. An against recommendation from ISS or Glass Lewis on this proposal can be concerning especially at the beginning of the voting process if the proposal has less than 50% support. Despite ISS recommending against approximately 25% of equity plan proposals, and Glass Lewis 15%, only a very small number (less than 2%) of equity plan proposals fail each year.

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Donald Cioffi is a Managing Director on the Corporate Governance Team at Alliance Advisors which focuses on solicitation strategy, shareholder engagement, say-on-pay, equity compensation plans, and other corporate governance matters. Donald joined the Alliance Advisors corporate governance team in 2022…

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