ISS will generally recommend in favor of shareholder and management proxy access proposals with all of the following terms: ownership threshold of not more than 3% of voting power; holding period of no longer than three years; minimal or no limits on the number of shareholders that may form a nominating group; and a cap on seats of generally 25% of the board.

Indicating that ISS is focused on the details of proxy access bylaws beyond the primary ownership and cap thresholds, the ISS 2016 voting policy survey asked the following: in the event that a shareholder proxy access proposal receives majority support, and the board adopts proxy access with material restrictions not contained in the proposal, which types of restrictions implicate the board’s responsiveness enough to potentially warrant “withhold” or “against” votes for directors?