Serdar Sikca is a Principal and Kenneth Sparling is a Managing Director at FW Cook. This post is based on their FW Cook memorandum.
SAY-ON-PAY SERIES
This is the final article in our 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 fall, most companies have moved on from the annual meeting and are deep into year-end planning. That makes one important window easy to miss: late Q4 and early Q1 are often the best times for substantive conversations with major shareholders, ahead of the proxy season.
This window also falls at a useful point in the compensation committee’s calendar. Some 2026 compensation decisions are complete and will soon appear in the proxy, while the Committee may still be working through incentive design and other critical decisions for 2027. The same engagement can provide context for what shareholders are about to see and give the Board additional perspectives before its decisions are finalized.
Companies should generally avoid asking shareholders to pre-clear a special equity grant, incentive design for the coming year or other Board action. Instead, shareholder engagement gives investors an opportunity to communicate their priorities and explain how they are likely to assess a particular issue. The compensation decision should stay with the Board. The value of engagement is understanding how investors will evaluate it.
