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E-MailChloe Maister is a Consultant and Kenneth Sparling is a Managing Director at FW Cook. This post is based on their FW Cook memorandum.
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.
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).
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.
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.
