Key takeaways 

• ISS has released its 2012 U.S. Proxy Voting Summary Guidelines for voting on company and shareholder proposals. 
• The updated guidelines include a new approach to analyzing pay-for-performance that will be used for ISS's voting recommendations on advisory say-on-pay proposals and, in certain circumstances, members of the compensation committee and potentially the full board. Using both a quantitative and qualitative approach, ISS will focus on the alignment of CEO compensation with company performance and against a peer group over multiple periods. 
• In addition, ISS updated its guidance for vote recommendations relating to, among other matters, a company’s response to last year’s say-on-pay vote, approval of incentive bonus plans, shareholder proxy access and political spending and lobbying activities.