Institutional Shareholder Services ("ISS") provides research and advisory services to assist institutional investors in their evaluation of proxy proposals so that such investors cast votes that protect and enhance shareholder value. ISS develops policy guidelines and proxy analyses, provides consulting services to clients who vote proxies, and offers voting agent services. The ISS Proxy Voting Manual is a reference manual designed to recommend to institutional shareholders, especially ERISA managers, how to satisfy their obligations as shareholders and vote their stock to enhance long-term portfolio value.

Institutional shareholders routinely use ISS recommendations, or a recommendation from another proxy voting advisory service, to vote their stock holdings. Companies should know and understand their shareholder base and which shareholder advisory service their institutional shareholders may use. It is important that companies that have a large institutional shareholder base understand the ISS policies, rules and recommendations and the flexibility of those recommendations.