Electronic copy available at: http://ssrn.com/abstract=1477564 Villanova Law Review (55:1) PostME2 T-1 T-1 ISS RECOMMENDATIONS AND MUTUAL FUND VOTING ON PROXY PROPOSALS James Cotter, Alan Palmiter, and Randall Thomas * This study analyzes mutual fund voting data from 2003-2008, the first five proxy seasons for which this data is available, and seeks to identify the extent to which mutual funds vote consistently with the voting recommendations of RiskMetrics’ ISS Corporate Governance Services (“ISS”). 1 We compare voting by mutual funds to voting by all shareholders during this time period and then focus on mutual fund voting on non-election and non-routine proxy proposals--both those submitted by management and by shareholders. 2 The questions we examine are: (1) Over the past five voting seasons, have mutual funds (and shareholders generally) voted on proxy proposals more consistently with ISS voting recommendations, compared to management voting recommendations? and (2) Over this same period, does mutual fund voting deviate from ISS voting recommendations depending on whether the proposal is submitted by management or shareholders,