"ISS will generally recommend voting against a new or amended equity plan if the combination of the foregoing factors indicates that the plan is 'not, overall, in shareholders' interests'.... Glass Lewis has made clear that qualitative factors, such as an effective overall incentive structure, relevance of selected metrics and reasonable long-term payout levels could result in a recommendation in favor of the say-on-pay proposal, even where the Glass Lewis quantitative-based models suggest a pay-for-performance disconnect."  MORE >>