The Harvard Law School Forum on Corporate Governance https://corpgov.law.harvard.edu The leading online blog in the fields of corporate governance and financial regulation. Mon, 17 Aug 2026 15:05:14 +0000 en-US hourly 1 https://wordpress.org/?v=6.5.10 https://corpgov.law.harvard.edu/wp-content/uploads/2024/02/cropped-photography-4-e1706898544564-1-32x32.png Shareholder Engagement Responses to Adverse Sayon-Pay Votes – The Harvard Law School Forum on Corporate Governance https://corpgov.law.harvard.edu 32 32 Shareholder Engagement Responses to Adverse Sayon-Pay Votes https://corpgov.law.harvard.edu/2026/08/17/shareholder-engagement-responses-to-adverse-sayon-pay-votes/?utm_source=rss&utm_medium=rss&utm_campaign=shareholder-engagement-responses-to-adverse-sayon-pay-votes https://corpgov.law.harvard.edu/2026/08/17/shareholder-engagement-responses-to-adverse-sayon-pay-votes/#respond Mon, 17 Aug 2026 11:30:00 +0000 https://corpgov.law.harvard.edu/?p=183304?d=20260817110514EDT Posted by Nicholas Sasso, Erin Conlon, and Jennifer Dorney, DragonGC, on Monday, August 17, 2026
Editor's Note:

Nicholas Sasso is a Product Specialist, Erin Conlon is a Legal Analyst, and Jennifer Dorney is the Head of Marketing at DragonGC. This post is based on a DragonGC memorandum by Mr. Sasso, Ms. Conlon, Ms. Dorney, Neil McCarthy, Sophia Ojjeh, and Leo Tadikonda, all at DragonGC.

Shareholder Engagement Responses to Adverse Say-on-Pay Votes

This is our third annual report on how companies with adverse say-on-pay votes responded with shareholder engagement programs the following season to address shareholder concerns.  Our report on the 2023-2024 season is available here, and for the 2024-2025 here.

Background

SEC rules require that public companies hold a separate shareholder advisory vote to approve the compensation of executives. This covers compensation disclosed per S-K Item 402 including CD&A, the compensation tables, and other narrative executive compensation disclosures.

Most years for most companies this vote passes with greater than 80% support from those shareholders who vote on the matter. But sometimes for some companies the approval rate is less than 80%. Sometimes the resolution receives less than a majority and fails to pass at all.

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