Last week, ISS announced that companies with annual meetings scheduled to take place between September 16, 2017 and January 31, 2018 may notify ISS of any updates to their self-selected compensation peer group between 9:00 a.m. EST on Monday July 10, 2017 and 8:00 p.m. EST on Friday July 21, 2017. The annual open submission window allows companies to provide ISS with any changes to their compensation benchmarking peer group since the previous year. ISS considers a company’s self-selected peers when constructing the peer group that it uses to evaluate pay-for-performance.
Peer group submissions should reflect the group a company has used, or plans to use, in setting compensation for the fiscal year prior the company’s next annual meeting. Companies that have not made changes from the group disclosed in their previous proxy statement need not make a submission to ISS. Absent a submission, ISS will factor the previously disclosed peer group into its peer group construction process. It is expected that ISS will conduct a separate peer submission process at the end of 2017 for companies with annual meetings after January 31, 2018.
Note that even though ISS has said that it will take into consideration a company’s self-selected peers, its FAQs clarify that a company’s self-selected peers may not always appear in the ISS peer group, even if they meet ISS’s size constraints (for example, they may be omitted if inclusion would lead to overrepresentation of a particular industry in the ISS peer group). A short guide to the ISS submission process, as well as links to ISS’s more detailed FAQ and submission form can be found here.