February 4, 2026
Say-on-Pay: Ocean-Sized Gap Between US & European Asset Managers
Last fall, over on the Proxy Season Blog on TheCorporateCounsel.net, I shared observations on how US and European investors (and asset managers) are diverging in terms of what they expect from their portfolio companies. This also holds true with say-on-pay, but I didn’t realize how large the delta is in support levels of US asset managers compared to their European counterparts:
2025 proxy voting research reveals that Vanguard, State Street, Fidelity and BlackRock are among the most likely to vote in favor of Say-on-Pay proposals, with Vanguard topping the list by voting in support more than any other asset manager in the report — 97.6% of the time. State Street came in second, with Fidelity and BlackRock following close behind.
The voting results of American asset managers studied contrast sharply with two European managers, Legal & General (LGIM) and UBS. LGIM America, the U.S. arm of London-based LGIM, reported $1.53 trillion in assets under management (AUM) and only voted in favor of executive compensation packages 9% of the time. UBS — based in Geneva, Switzerland, and reporting $6.6 trillion of AUM —only supported these packages 29% of the time.
That’s according to a recent report from United Church Funds, based on NP-X filings made in August 2025. The report identifies a few areas that European asset managers deem problematic. Paraphrasing:
– Setting vesting or holding periods of less than 3-5 years, and/or having too few metrics, may be viewed as too short-term and lead to against votes. The US asset managers apply a more case-by-case analysis and don’t apply specific yardsticks.
– Increasing compensation purely based on peer benchmarking is not acceptable, and heavy reliance on peer groups as a pay-matching mechanism is discouraged.
– High pay ratios may lead to an against vote, especially when companies are underperforming.
As I mentioned yesterday, the fragmented voting landscape means it’s more important than ever to know your investors and their expectations. If you have international institutions as stockholders, don’t be surprised if they take a different approach than the big US asset managers.
– Liz Dunshee
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