Insights
Chloe Maister
Consultant, New York, NY
Kenneth Sparling
Managing Director, Chicago, IL
2026 Say-on-Pay Results: Strong Overall, With Large Special Awards Common Among Low-Vote Outcomes
SAY-ON-PAY SERIES
This is the second in a summer series on reading the 2026 say-on-pay results, preparing for off-season shareholder engagement, and bringing investor feedback into the compensation committee’s fall planning cycle.
The 2026 say-on-pay season produced stronger results for most S&P 500 companies. Nearly 75% received at least 90% shareholder support, up from 70% in 2025, while the share below 70% declined from about 6% to 5%.
The low-support group became smaller in 2026, but the remaining weakness was more concentrated. Large special awards appeared in half of the 22 cases below 70% support, and all five failed votes involved an outsized equity grant.
Among widely held companies receiving an adverse ISS recommendation, support topped out in the mid-70s and averaged 56.9%, lower than in any pre-pandemic year in the period reviewed. Much of that weakness was concentrated among companies with large one-time awards.
More companies received at least 90% support
The share of companies receiving at least 90% support increased to 74.8% from 70.0%. The lower support ranges changed little: five companies failed in each year, and the share below 70% declined to 5.0% from 5.9%.
A result below 70% raises the stakes for follow-up. Investors expect direct answers and a specific account of the company’s response in the next proxy.
Exhibit 1. S&P 500 Say-on-Pay Support Distribution, 2026 vs. 2025
| Support range | 2026 | 2025 | Change |
|---|---|---|---|
| 90% – 100% | 74.8% | 70.0% | +4.8 pts |
| 80% – <90% | 17.0% | 21.2% | -4.2 pts |
| 70% – <80% | 3.2% | 3.0% | +0.2 pts |
| 60% – <70% | 2.5% | 2.8% | -0.3 pts |
| 50% – <60% | 1.4% | 1.9% | -0.5 pts |
| <50% (failed) | 1.1% | 1.2% | -0.1 pts |
2026 results as of July 1, 2026 (441 meetings); 2025 results as of July 1, 2025 (430 meetings).
The issues concentrated in the low-support group
There were 22 S&P 500 companies that received less than 70% support, and 21 received an adverse ISS recommendation. Large special awards and poor pay-for-performance alignment were the most common concerns, each appearing in 11 cases. Incentive design, discretion, or weak goal rigor were cited in eight. These issues often overlapped.
ISS recommended against 36 S&P 500 companies in total. Companies with controlled or concentrated ownership represented one-third of that group and averaged roughly 81% support, lifting the overall average to 64.9%. Excluding those companies, average support among the 24 widely held companies was 56.9%, lower than in any pre-pandemic season of the past decade. Much of that weakness was concentrated among companies with large one-time awards; every failed vote involved an outsized equity award (Exhibit 2).Exhibit 2. Say-on-Pay Support Following an ISS “Against” Recommendation, by Ownership, 2017–2026
| Year | Controlled/ Concentrated Ownership Share of “Against” Pool | Average Support with “Against” | Widely Held Company Average Support | Widely Held Company Median Support | Failed Votes |
|---|---|---|---|---|---|
| 2017 | 20% | 66.8% | 63.8% | 67.1% | 4 |
| 2018 | 5% | 61.9% | 61.1% | 64.4% | 7 |
| 2019 | 13% | 64.5% | 63.2% | 66.9% | 6 |
| 2020 | 26% | 64.0% | 59.0% | 61.5% | 9 |
| 2021* | 11% | 56.5% | 53.5% | 51.5% | 17 |
| 2022* | 15% | 54.1% | 51.3% | 51.9% | 18 |
| 2023* | 24% | 58.3% | 54.5% | 59.4% | 11 |
| 2024 | 12% | 63.8% | 62.8% | 62.3% | 4 |
| 2025 | 21% | 66.1% | 61.3% | 63.0% | 5 |
| 2026 | 33% | 64.9% | 56.9% | 61.8% | 5 |
S&P 500 meetings through July 1 of each year. Controlled or concentrated ownership = supervoting or dual-class control, family or trust control, or a single strategic or insider bloc of roughly 20% or more of the vote. Widely held companies are those not classified as controlled or concentrated under this definition. Starred years (2021–2023) reflect pandemic-era pay actions and residual effects.
Higher-value special awards received weaker support
To examine the relationship between award size and vote results more broadly, we reviewed S&P 500 companies that granted non-new-hire special awards of at least $15 million. We excluded new-hire awards because they often replace compensation forfeited at a prior employer and therefore raise different governance considerations.
Results varied considerably among awards below $50 million. Among widely held companies, all five that received at least 80% support had awards of roughly $30 million or less and received favorable ISS recommendations. Smaller awards did not guarantee strong support, however. Two companies with awards of roughly $29 million and $40 million received support only in the high-50s. The smaller award was entirely time-based and granted as the executive transitioned into a reduced role. The larger was a promotional performance award with undisclosed goals, layered on top of continued annual grants
The pattern became more consistent at higher award values. Among widely held companies that granted awards of at least $50 million, support peaked at roughly 70%. All four failed votes in the special-award sample involved awards of at least that size. Two fully performance-based awards of approximately $50 million and $60 million failed. Goal rigor, the stated rationale, prior special awards, and the company’s performance history continued to influence the results, but performance conditions alone did not prevent low support.
Exhibit 3. Special Award Size and Median Say-on-Pay Support
| Largest individual award | n | Median support |
|---|---|---|
| $15M – <$30M | 4 | 84.1% |
| $30M – <$50M | 4 | 77.3% |
| $50M – $80M | 7 | 56.6% |
| >$80M | 3 | 18.9%* |
* The median for awards above $80 million reflects the three widely held companies in that range with say-on-pay votes. Excludes one controlled company (96.9% support) and one company without a say-on-pay vote (61.4% director support).
Note: Reflects non-new-hire special awards disclosed for 2026 annual meetings. Award size reflects the largest individual award where more than one executive received a special grant.
Implications from the 2026 results
An adverse ISS recommendation did not doom a vote, but for widely held companies it established a practical ceiling in the mid-70s. Average support for those companies fell to 56.9%, lower than in any pre-pandemic season of the past decade, with much of the weakness concentrated among companies facing scrutiny over large special awards. In those cases, award magnitude, prior special-grant history, and the performance backdrop often outweighed the protections offered by performance conditions or vesting design.
The $50 million dividing line is descriptive of this year’s relatively small sample, not a market threshold. Among widely held companies, support generally declined as award value increased, and performance conditions, vesting terms, and other design features provided less protection at higher values.
Those weak outcomes were not representative of the market as a whole. Nearly three-quarters of S&P 500 companies received at least 90% support. The issues discussed here were concentrated in a much smaller group, with large special awards accounting for a substantial share of the low-support cases. How to prepare for off-season engagement around those situations and carry investor feedback into the committee’s fall planning is the subject of the next article in this series.
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Chloe Maister
Consultant
Chloe Maister joined the firm in 2025. Prior to joining full-time, she worked for FW Cook as a summer consultant, which provided her with hands-on experience. At Cornell, she concentrated her studies on Compensation and Labor Economics, strengthening her understanding of compensation practices and workforce dynamics. Chloe has held other internship roles in Consumer Products and Legal sectors, where she gained valuable experience in market research and legal analysis.
Ken Sparling
Managing Director
Ken Sparling advises public and privately held companies on executive compensation matters. His consulting engagements focus on executive compensation strategy, annual and long-term incentive programs, employment agreements and change-in-control arrangements.
