Insights

Governance, Shareholder Engagement & Proxy Advisors

2026 Say-on-Pay Results: Strong Overall, With Large Special Awards Common Among Low-Vote Outcomes

By Chloe Maister, Kenneth Sparling

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.

SEC Proposes Changes to Compensation Disclosures for Companies with a Public Float of Less than $2 Billion

By Dina Bernstein, Bindu Culas

On May 19, 2026, the Securities and Exchange Commission proposed amendments intended to simplify the public company reporting framework and expand disclosure accommodations to a broader group of public companies. The proposal would modify filer categories, extend filing deadlines for certain smaller issuers, and make scaled disclosure provisions available to additional companies.

The Say-on-Pay Vote Is In. What Did It Actually Say?

By Serdar Sikca, Kenneth Sparling

SAY-ON-PAY SERIES
This is the first 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.

By late June, the Say-on-Pay vote has usually moved from the proxy calendar into the compensation committee’s rearview mirror. This is when the approval percentage can start to crowd out the underlying signals.

SEC Proposes Changes to Compensation Disclosures for Companies with a Public Float of Less than $2 Billion

By Dina Bernstein, Bindu Culas

On May 19, 2026, the Securities and Exchange Commission proposed amendments intended to simplify the public company reporting framework and expand disclosure accommodations to a broader group of public companies. The proposal would modify filer categories, extend filing deadlines for certain smaller issuers, and make scaled disclosure provisions available to additional companies.