Shareholder Advisory
Full-service shareholder advisory support on complex executive compensation, corporate governance, and proxy voting matters.
End-to-End Shareholder Advisory Services
As large institutional investors increasingly bring proxy analysis and voting in-house, traditional third-party recommendations have become a less reliable predictor of outcomes—introducing greater uncertainty around shareholder support. In response, many companies, including Compensation Committees, are taking a more proactive role in direct engagement with their largest investors.
FW Cook serves as a trusted thought partner in this evolving landscape, offering a fully integrated, “one-stop shop” across complex executive compensation and corporate governance matters. We support clients at every stage of the investor engagement and voting process, helping them better understand investor policies and priorities, strengthen relationships with stewardship teams, and effectively assess and mitigate voting risk.
- Design and execute tailored shareholder engagement strategies and identify potential areas of scrutiny across executive compensation and governance matters.
- Provide complete stewardship and proxy advisor meeting scheduling assistance, including custom outreach script and contacts for relevant personnel.
- Develop bespoke engagement materials—including investor roadshow decks, meeting preparation guides, talking points, and Q&A—to resonate with stewardship/PM audiences.
- Prepare senior management and independent directors for critical meetings with focused, high-impact messaging for investors and proxy advisors.
- Deliver in-depth investor profiles with voting history, engagement priorities, and policy positions; prepare actionable Board reporting on shareholder feedback and strategic responsiveness, while balancing company and shareholder priorities.
- Craft proxy statement disclosure—with particular focus on the CD&A and other high-visibility sections such as Board leadership letters, proxy summary, and investor engagement disclosure.
Say-on-Pay Turnaround Situations
Our team is frequently engaged following challenged Say-on-Pay votes and has a strong track record of helping clients restore investor support.
We work closely with boards and management teams to:
- Diagnose the root causes of shareholder opposition
- Evaluate and implement thoughtful program changes
- Enhance disclosure and external messaging
- Engage directly with investors to communicate responsiveness and alignment
Our objective is to achieve improved voting outcomes while preserving firm culture and maintaining the flexibility needed to compete effectively for top talent.
Year-over-Year Increase in Say-on-Pay Support
was 39%
94%
investor support after
FW Cook engagement
↑55 pts
Large-Cap Industrials
Engaged in 2025
was 40%
94%
investor support after
FW Cook engagement
↑54 pts
Large-Cap Technology
Engaged in 2024
was 64%
95%
investor support after
FW Cook engagement
↑31 pts
Large-Cap Aerospace & Defense
Engaged in 2024
was 28%
95%
investor support after FW Cook engagement
↑67 pts
Large-Cap Industrials
Engaged in 2024
was 40%
94%
investor support after FW Cook engagement
↑54 pts
Large-Cap Technology
Engaged in 2024
was 64%
95%
investor support after FW Cook engagement
↑31 pts
Large-Cap Aerospace & Defense
Engaged in 2024
Say-on-Pay Case Study
Situation
Following its 2024 Annual Meeting, a large-cap industrials company failed its Say-on-Pay vote, receiving just 28% support. Investors raised concerns around equity vesting adjustments, LTI plan design, and the clarity of performance disclosures. The result signaled significant dissatisfaction and created urgency for the Board—particularly the Compensation Committee—to respond and rebuild credibility.
Engagement
FW Cook was engaged immediately to diagnose issues and restore shareholder support. We advised on pay and governance changes, led a targeted off-season investor outreach strategy, and developed clear, compelling messaging. This included investor profiles, roadshow materials, and enhanced proxy disclosure—ensuring alignment across program design, communication, and engagement.
Outcome
At the next Annual Meeting, Say-on-Pay support rose to 95%—a decisive turnaround. Proxy advisors issued positive recommendations, citing strong engagement, responsiveness to feedback, meaningful program changes, and improved disclosure. Investor perception shifted, with the Board seen as proactive, thoughtful, and aligned with shareholder expectations.
Impact
Beyond the vote, the company strengthened long-term investor trust. By integrating program refinement, strategic engagement, and clear disclosure, FW Cook helped deliver sustained credibility and improved outcomes—without compromising the company’s culture or competitive positioning.
Seven US offices with clients spanning the globe
Established in New York, FW Cook has strategically expanded across the United States, adding offices in six additional major metropolitan cities…