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Wolosky Quoted in Wall Street Journal Article Regarding Changes to 2014 ISS Guidelines and Impact on Shareholder Proposals

December 26, 2013

Activist Group chairman Steve Wolosky was quoted by The Wall Street Journal as an expert on the changes to the Institutional Shareholder Services Inc. (ISS) guidelines the 2014 proxy season. ISS will now recommend ousting directors who do not implement a shareholder proposal that received support from a majority of the votes cast during the 2013 annual meeting. Previously, ISS recommended a vote against directors only if the proposal received support from a majority of all the shares outstanding—a more forgiving standard as many shares go uncast. The changes in the ISS guidelines have the potential to significantly boost the efforts of activist hedge funds to see shareholder proposals implemented at some of the largest U.S. companies. The Wall Street Journal noted that at least two dozen of the largest 1,000 public U.S. companies will find it harder to ignore shareholder initiatives as a result of the change. Wolosky explained that shareholder proposals "are a good tool" as "[y]ou can put a measure up to a vote and [if it passes], just sit back and wait. Directors have to adopt it or they get dinged."

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