The NASPP Blog

Have you ever thought that ISS got something wrong in their analysis of your stock plan?  Now you have an opportunity–albeit short–to correct them.  ISS has launched a new “Equity Plan Data Verification Portal” that allows you to see the data they are basing their analysis of your plan on and correct any errors therein.

Background

As you all know, when a new stock plan is submitted for approval (or shares are requested for an existing plan), ISS performs an analysis of the plan.  The analysis looks at the features of the plan, as well as various statistical data (e.g., shares granted in the past three years, common stock outstanding).  ISS collects the information used in their analysis from the information about the plan included in the proxy statement as well as the company’s other public filings (e.g., the ASC 718 footnote included in the financial statements).  There are a lot of different sources of data, many of them are long and tedious, and some companies do a better job of clearly describing their stock plans than others. So there’s always a possibility that ISS will make a mistake.

Until now, there hasn’t been any way to discover and address a mistake in ISS’s analysis until after they’ve published their recommendation on the plan.  The Equity Plan Data Verification Portal gives companies a chance to preview the research ISS has completed on their plan and let ISS know if anything doesn’t seem correct.

How the Portal Works

You have to register for a login to the portal. Once you have registered, you’ll get an email notifying you when your company’s equity plan information is available to review.  Then you’ll have two days to review it–from 9 AM Eastern on the first business day after your company’s data is published to the portal until 9 PM Eastern the following business day.  ISS has published an FAQ that includes a list of items they research on equity plans; you could go through this list in advance and note all the answers. That will make it a lot quicker to validate ISS’s analysis once your two-day review window opens.

Note that this is only available for companies that file their proxy statement at least 30 days before their annual meeting.

Beware the Spam Filter

My first thought upon reading about the two-day window was, “Gosh, what if the notification email goes into your junk email folder?”  It could happen.  If you miss the two-day window because you don’t get the email notice, my guess is that there’s not much you can do about it, since ISS is under a time-crunch to publish their recommendation.  So you might want to register multiple people at your company and maybe even register both your work and your personal email addresses.

What Do You Think?

And now, a quick poll–will you use ISS’s new Equity Plan Data Verification Portal?

Don’t Miss the 22nd Annual NASPP Conference
Be sure to attend the panel “Navigating ISS & Glass Lewis” at the 22nd Annual NASPP Conference to learn more about engaging with ISS and Glass Lewis.

I’m looking forward to seeing everyone in Las Vegas! Be sure to tune in tomorrow when I’ll be offering some last minute “Know Before You Go” tips for Conference-goers.

– Barbara