Operational Items

Most operational issues are noncontroversial in nature. This section contains management and shareholder proposals that address normal operating procedures of the company - some of them are best classified as "housekeeping" items. While many of these management proposals do not require shareholder approval, some boards decide to submit them to shareholders for ratification. The list of operational issues includes: ratifying auditors, changing the name of the company, routine bylaw amendments, changes to the date, time, or location of the annual meeting, adjourning the meeting, and "other business."

Operational issues submitted by management will be supported absent compelling factors to the contrary. ISS will always recommend a vote against proposals to transact other business, since we cannot know what items might be considered. ISS will also recommend votes against proposals to reduce quorum requirements and proposals to adjourn the meeting absent compelling reasons to support such proposals.

ISS usually recommends voting against routine shareholder proposals unless there is evidence that economic benefits would be derived from implementation of the proposal.

While these proposals are considered to be routine, they are not inconsequential. Fiduciaries remain charged with casting their votes.

Furthermore, companies may bundle nonroutine items with routine items in an attempt to obtain a more favorable outcome, so these proposals must be evaluated on a case-by-case basis.