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EXECUTIVE COMPENSATION BLOG
Welcome to Winston & Strawn's Executive Compensation Blog. This blog features updates and discussion on the most current executive compensation issues and developments, as well action item reminders and strategies. We hope you enjoy learning a little bit about our practice area interest and reading these articles.

My commitment to the reader is that I will keep the Blogs short and to the point. I only post 2 or 3 times each week, depending on what is new and important, so I won't clog your email with a bunch of lengthy newsletters that you never have time to read.

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Michael S. Melbinger
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Chair, Employee Benefits and Executive Compensation Practice
Chicago Office
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April 30, 2012
Follow-Up on ISS “Do as I Say, Not as I Do” Blog

An alert reader passed along some helpful information on my March 29, 2012, blog, "ISS Proxy Statement: Do as I Say, Not as I Do?," pointing out that a review of the annual proxy statement filed by the parent company of ISS (MSCI, Inc) revealed an assortment of pay practices that ISS routinely criticizes, including the combined role of CEO and chairman, discretionary annual bonus determinations, long-term incentives that are heavily based on restricted stock units, and single trigger long-term incentive vesting on certain changes-in-control for awards.

ISS did not analyze MSCI, as they were conflicted. Rather, ISS retained corporate governance and proxy voting firm Manifest for the second year running to prepare the pre-meeting research for the MSCI meeting. Manifest gave MSCI's remuneration a "D" grade!

On April 30, 1945, Adolf Hitler and Eva Braun, having being married the day before, committed suicide outside the Führerbunker, an air-raid shelter located near the Reich Chancellery in Berlin, and Soviet soldiers captured the Reichstag building, one of the last German strong-points defending the area around the Reich Chancellery and the Führerbunker. Hitler had lived in the bunker since January 16, 1945. The unconditional surrender of Germany was signed at Rheims on May 7 and ratified at Berlin on May 8 – which became VE Day.



Michael S. Melbinger