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.
Final ISS Compensation Benchmark Policy Changes for 2026
By David Yang, Emilia McDougal
On November 25, ISS released final benchmark policy updates for 2026. The compensation-related U.S. policy changes are effective for meetings on or after February 1, 2026…
Proposed ISS Benchmark Policy Changes for 2026
By David Yang, Emilia McDougal
On October 30, ISS released proposed 2026 benchmark policy updates for public comment…
5 Tips for an Effective Compensation Committee Meeting
By Lauren Spencer, Jin Fu
Compensation committee meetings are a crucial element of running executive pay programs. Here, FW Cook shares five tips for nailing these meetings….
ISS Announces Results of 2025 Global Benchmark Policy Survey
By Dina Bernstein, Bindu Culas
On September 22, 2025, ISS published the results of its latest annual Global Benchmark Policy Survey. The following is a summary of the compensation-related items in the Benchmarking Survey and the investor responses to those items…
Glass Lewis Pay-for-Performance Methodology Update for 2026
By David Yang
Glass Lewis (“GL”) recently announced major updates to its pay-for-performance (“P4P”) model for the 2026 proxy season. The P4P model serves as the foundation for GL’s evaluation of a company’s executive pay practices to inform its say-on-pay vote recommendation…
The One Big Beautiful Bill Act and Its Impact on IRC Section 4960: What Tax-Exempt Organizations Need to Know
By Elaine Yim
The One Big Beautiful Bill Act (OBBBA) was signed into law on July 4, 2025, introducing extensive changes to the U.S. tax code. Among the changes that are consequential for tax-exempt organizations include…
Texas Enacts New Law Regulating Proxy Advisory Firms Advising Shareholders of Texas Companies
On June 20, 2025, Governor Greg Abbott signed into law Texas Senate Bill (S.B.) 2337 “Relating to the regulation of the provision of proxy advisory services” that imposes new rules on proxy advisors, such as Institutional Shareholder Services (ISS) and Glass Lewis…
Crypto Treasury Execs May Cash In as Stocks Soar, But Will Shareholders Be Cheated?
By Metin Aksoy
Crypto treasury companies are seeing their stocks skyrocket upon launch. One such company believes execs shouldn’t be rewarded for that.
