Nareit Alert Heading

Nareit Urges Members to Complete Two Post-Proxy Season Surveys

Nasdaq and U.S. Chamber Survey on Proxy Advisory Firms

For the last several years, the Nasdaq and the U.S. Chamber of Commerce have conducted a post-proxy season survey of U.S. public companies to assess and document U.S. public company experiences with proxy advisory firms. As it has done in previous years, Nasdaq and the U.S. Chamber will provide an analysis of the anonymized and aggregated survey results to the Securities and Exchange Commission (SEC) as part of their on-going initiative to provide feedback regarding the challenges U.S. public companies face when dealing with proxy advisors. Nareit strongly urges its corporate members to participate in the fourth annual Nasdaq and U.S. Chamber Proxy Season Survey by Sept. 15, 2018.

Institutional Shareholder Services Inc. (ISS) 2018 Annual Proxy Voting Policy Survey

As Nareit previously advised you , ISS has launched its 2018 Policy Survey, to inform changes in its 2019 proxy season voting policy changes. Part II of the 2018 ISS Policy Survey, which remains open until Sept. 21, 2018, surveys some topics of particular relevance to U.S. REITs. Nareit again urges members to take Part II of the 2018 ISS Policy Survey , which addresses these and related topics:

Survey Questions Regarding Minimum Stock Ownership Requirements for Bylaw Amendments (U.S.). Questions 6 of Part II asks respondents whether their “organization support[s] companies setting a minimum stock ownership requirement (in excess of that specified in SEC Rule 14a-8) for shareholders who want to propose binding amendments to corporate bylaws. Question 7 asks respondents supporting this position whether the proper ownership threshold is 1% or 3% of outstanding shares or some other threshold; and Question 8 further asks whether issuers should permit multiple shareholders to aggregate their stock to meet the ownership requirement.
Survey Question Regarding Quantitative Pay-for-Performance Screens (U.S. and Canada). In the preamble to Question 9, ISS announces that it is “considering supplementing or replacing existing GAAP-based accounting metrics in the Financial Performance Assessment with Economic Value Added (EVA) based metrics to measure corporate economic performance.” Question 9 asks respondents whether ISS should (i) use adjusted and standardized financial measures related to EVA or Economic Profit supplementing or replacing reported GAAP-based measures; or (ii) continue to use reported GAAP-based measures; or (iii) no longer use performance measures other than TSR; or “other.” As you may recall, in a 2017 submission , Nareit suggested that ISS use Nareit-defined FFO to analyze REITs for these purposes.


Penny Rostow, SVP policy & regulatory affairs (; 202/739-9431) or Tony Edwards, EVP & general counsel, ( ; 202/739-9408)