The Advisors' Blog

ISS recently released its “2026 U.S. Proxy Season Review: Compensation,” and while the full report is available only to institutional subscribers via ProxyExchange, the proxy advisor shared highlights in an article last week. Here are their key findings from the 2026 proxy season, which are consistent with the update from Glass Lewis that Liz shared last week:

Strong say-on-pay support. Median say-on-pay support increased from 94.5% in 2025 to 95.4% in 2026. The failure rate was at an all-time low of just 0.8%.

CEO pay reached record highs. Median S&P 500 CEO pay was $17.2 million and median Russell 3000 CEO pay was $5.9 million – the highest median pay levels ever observed.

Golden parachute failure rates increased. The say-on-golden parachute failure rate rose to 16% in 2026, which was directionally aligned with a significant increase in the CEO median golden parachute value.

Equity plan support levels increased. The median support level for equity plans increased slightly over 2025 levels, while the failure rate ticked downwards.

Compensation-related shareholder proposals declined dramatically. The number of compensation-related shareholder proposals on ballot declined dramatically from 46 in 2025 to only 8 in 2026.

I’m not sure we’ve covered that last point much on this blog to date, but this statistic is consistent with information Gibson Dunn’s Ron Mueller shared during our June webcast, “Proxy Season Post-Mortem: The Latest Compensation Disclosures.” Here’s what he had to say:

On the executive compensation front, the number of executive compensation-related shareholder proposals really fell off a cliff. There were nine proposals in proxies so far this season, which I view as beginning in November and running through the end of this month. That compares with 45 executive compensation proposals last year. The types of proposals were largely the same. John Chevedden is asking companies to submit severance agreements for shareholder approval or adopt share retention policies that require executives to retain a certain number of shares. There was a trend in proposals asking companies to take stock buybacks into account when evaluating performance under their incentive compensation awards.

That low number of executive compensation proposals is really because a low number was submitted. There were only four no-action letters or exclusion notices that related to executive compensation proposals. As I said, it’s a really dramatic decrease from prior years.

This coming year, who knows what’s going to happen? I think in shareholder proposals, it’s an area where we see action and reaction on a yearly basis. Proponents see what happened last year, and they adjust their proposal strategy accordingly, going forward. There could be newly emboldened proponents resubmitting many more proposals this time. Those proposals could be more, at least nominally, linked to executive compensation, even if they also raise other issues like pay equality, workplace or environmental issues. Again, stay tuned. At least for the time being, we had some relief this year.

In case you missed it, we now know that Corp Fin intends to stay out of the Rule 14a-8 shareholder proposal exclusion game for the 2027 proxy season — and indefinitely, unless and until it announces otherwise. I’m not sure what that means, if anything, for compensation-related shareholder proposals next season, but stay tuned.

– Meredith Ervine