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Failed and low say-on-pay votes, 2023-2024 proxy season

2025-20262024-20252023-2024

Annual advisory votes on executive pay (say-on-pay) that the company’s 8-K reports as not approved, then those it reports as approved with under 70% support. Say-on-pay frequency votes, golden-parachute (merger pay) votes and director-pay votes are not say-on-pay and are left out.

Support is the share of the votes cast, from the company’s own Form 8-K tally: FOR ÷ (FOR + AGAINST), or FOR ÷ (FOR + WITHHELD) where the ballot offered withhold instead of against; abstentions and broker non-votes are excluded. It is rounded the way the company page rounds it. The reported outcome is the company’s own word, read from its 8-K; hover it for the sentence it was read from.

Not listed: 56 items that meet this screen’s support test, because the company’s 8-K does not state the outcome. They are on the company pages.

Not approved (11)

CompanyMeetingBallot itemSupport (of votes cast)TallyReported outcomeFiling
NORFOLK SOUTHERN CORP. 3. Advisory Resolution on Executive Compensation ("Say on Pay") 28%
FOR ÷ (FOR + AGAINST)
47,617,715 for, 122,902,245 against Not approved Form 8-K
filed May 15, 2024
EQUITRANS MIDSTREAM CORP. The advisory vote on the compensation of the Company's named executive officers for 2023 was not approved 31%
FOR ÷ (FOR + AGAINST)
115,800,583 for, 260,887,210 against Not approved Form 8-K
filed April 24, 2024
BIO-TECHNE CORP. Proposal 3: The shareholders voted against a non-binding resolution approving the compensation of the Company's named executive officers, as described in the Proxy Statement: 35%
FOR ÷ (FOR + AGAINST)
49,894,295 for, 91,277,734 against Not approved Form 8-K
filed October 31, 2023
MEDICAL PROPERTIES TRUST INC. 3. Non-binding, advisory vote on named executive officer compensation 36%
FOR ÷ (FOR + AGAINST)
91,038,363 for, 163,330,293 against Not approved Form 8-K
filed June 3, 2024
AURINIA PHARMACEUTICALS INC. Proposal 3: Based upon the following votes, the shareholders did not approve on a non-binding advisory basis, a "say on pay" resolution regarding the Company's executive compensation. 40%
FOR ÷ (FOR + AGAINST)
30,780,033 for, 45,321,684 against Not approved Form 8-K
filed June 14, 2024
ARLO TECHNOLOGIES INC. 3. Advisory Vote on the Compensation of the Named Executive Officers 42%
FOR ÷ (FOR + AGAINST)
30,993,462 for, 42,994,509 against Not approved Form 8-K
filed June 26, 2024
NEWELL BRANDS INC. The stockholders did not approve the advisory resolution to approve named executive officer compensation ("Say-On-Pay"): 43%
FOR ÷ (FOR + AGAINST)
146,805,243 for, 191,026,103 against Not approved Form 8-K
filed May 10, 2024
SUNRUN INC. 2. Advisory vote on the compensation of the Company's named executive officers 45%
FOR ÷ (FOR + WITHHELD)
61,043,523 for, 76,115,132 withheld Not approved Form 8-K
filed June 21, 2024
DOCUSIGN INC. Proposal 3: Advisory Vote on Our Named Executive Officers' Compensation On a non-binding advisory basis, the Company's shareholders did not approve the compensation of the Company's named executive officers for the fisca 45.1%
FOR ÷ (FOR + AGAINST)
58,595,379 for, 71,200,618 against Not approved Form 8-K
filed May 31, 2024
IRHYTHM TECHNOLOGIES INC. 3. Advisory Vote on the Compensation of our Named Executive Officers 48.8%
FOR ÷ (FOR + AGAINST)
13,811,197 for, 14,494,735 against Not approved Form 8-K
filed May 31, 2024
PARAMOUNT GROUP INC. 2. A non-binding, advisory resolution approving the compensation of the Company's named executive officers 49.7%
FOR ÷ (FOR + AGAINST)
92,351,033 for, 93,596,497 against Not approved Form 8-K
filed May 17, 2024

Approved with under 70% support (47)

CompanyMeetingBallot itemSupport (of votes cast)TallyReported outcomeFiling
AXON ENTERPRISE INC. 5. Advisory Vote to Approve the Compensation of the Company's Named Executive Officers ("Say-on-Pay") The non-binding advisory vote to approve the compensation of the Company's named executive officers 50.5%
FOR ÷ (FOR + AGAINST)
30,408,919 for, 29,781,967 against Approved Form 8-K
filed May 13, 2024
OUTSET MEDICAL INC. 2. Advisory Vote on Named Executive Officer Compensation The proposal to approve the 2023 compensation of the Company's named executive officers as disclosed in its 2024 proxy statement on a non-binding advisory basis 50.6%
FOR ÷ (FOR + AGAINST)
16,832,317 for, 16,462,009 against Approved Form 8-K
filed May 30, 2024
OPTION CARE HEALTH INC. 3. Non-binding advisory approval of executive officer compensation 50.6%
FOR ÷ (FOR + AGAINST)
78,736,895 for, 76,928,686 against Approved Form 8-K
filed May 17, 2024
MARVELL TECHNOLOGY INC. 2. Proposal to approve, on an advisory non-binding basis, the compensation of the Company's named executive officers 51.8%
FOR ÷ (FOR + AGAINST)
344,435,188 for, 320,769,381 against Approved Form 8-K
filed June 21, 2024
JAKKS PACIFIC INC. The fourth matter upon which the stockholders voted was an advisory vote to approve the compensation of our named executive officers, which matter was approved. 51.8%
FOR ÷ (FOR + AGAINST)
3,367,562 for, 3,128,992 against Approved Form 8-K
filed December 21, 2023
MONTROSE ENVIRONMENTAL GROUP INC. 3. The approval, on a non-binding and advisory basis, of the compensation of our named executive officers ("Say-on-Pay") The non-binding advisory Say-on-Pay vote received the following votes 51.9%
FOR ÷ (FOR + AGAINST)
13,279,941 for, 12,291,786 against Approved Form 8-K
filed May 8, 2024
BLACKBERRY LTD. 4. Advisory Vote on Executive Compensation 52.6%
FOR ÷ (FOR + AGAINST)
139,203,043 for, 125,277,513 against Approved Form 8-K
filed June 25, 2024
INFUSYSTEM HOLDINGS INC. 2. On a non-binding, advisory basis, the compensation of the Company's named executive officers as disclosed in the Company's proxy statement 53.3%
FOR ÷ (FOR + AGAINST)
8,447,458 for, 7,411,428 against Approved Form 8-K
filed May 17, 2024
ANYWHERE REAL ESTATE INC. 2. Advisory Vote of the Compensation of our Named Executive Officers: The proposal to approve, on an advisory basis, the compensation of the named executive officers of Anywhere Real Estate Inc., as described in the Prox 53.3%
FOR ÷ (FOR + AGAINST)
50,023,840 for, 43,881,932 against Approved Form 8-K
filed May 3, 2024
PULMONX CORP. 3. Non-Binding Advisory Vote to Approve the Company's Executive Compensation 53.3%
FOR ÷ (FOR + AGAINST)
16,307,204 for, 14,268,198 against Approved Form 8-K
filed May 17, 2024
WARNER BROS. DISCOVERY INC. 3. On a non-binding, advisory basis, the 2023 compensation of the Company's named executive officers, commonly referred to as a "Say-on-Pay" vote, as set forth below 53.6%
FOR ÷ (FOR + AGAINST)
916,077,442 for, 793,655,790 against Approved Form 8-K
filed June 7, 2024
SYNAPTICS INC. 2. Advisory Approval of the Compensation of our Named Executive Officers 54.2%
FOR ÷ (FOR + AGAINST)
17,495,069 for, 14,810,068 against Approved Form 8-K
filed October 26, 2023
RBC BEARINGS INC. 4. The approval, on an advisory basis, of the compensation paid to the Company's named executive officers 54.9%
FOR ÷ (FOR + AGAINST)
14,801,089 for, 12,153,147 against Approved Form 8-K
filed September 7, 2023
GRID DYNAMICS HOLDINGS INC. 3. Advisory Approval of Named Executive Officer Compensation 54.9%
FOR ÷ (FOR + AGAINST)
36,608,011 for, 30,044,022 against Approved Form 8-K
filed December 19, 2023
ARCELLX INC. 2. Advisory Vote on Executive Compensation 56%
FOR ÷ (FOR + AGAINST)
25,553,954 for, 19,766,928 against Approved Form 8-K
filed May 29, 2024
GENERAL MOTORS CO. 3. Board Proposal to Approve, on an Advisory Basis, Named Executive Officer Compensation 58%
FOR ÷ (FOR + AGAINST)
497,425,426 for, 362,107,818 against Approved Form 8-K
filed June 6, 2024
PROSPERITY BANCSHARES INC. 3. Advisory Vote on Executive Compensation 58%
FOR ÷ (FOR + AGAINST)
44,761,446 for, 32,522,755 against Approved Form 8-K
filed April 17, 2024
SPRINGWORKS THERAPEUTICS INC. 3. Non-Binding Advisory Vote on Executive Compensation 58%
FOR ÷ (FOR + AGAINST)
38,332,463 for, 27,761,536 against Approved Form 8-K
filed May 17, 2024
CARRIER GLOBAL CORP. 2. A proposal that shareowners approve, on an advisory basis, the compensation of the Company's named executive officers 59%
FOR ÷ (FOR + AGAINST)
450,052,923 for, 318,425,751 against Approved Form 8-K/A
filed April 19, 2024
ETSY INC. 2. Advisory Vote on Named Executive Officer Compensation 59%
FOR ÷ (FOR + AGAINST)
50,582,890 for, 34,881,064 against Approved Form 8-K
filed June 18, 2024
ZENTALIS PHARMACEUTICALS INC. 3. Approval, on an advisory (non-binding) basis, the compensation of the Company's named executive officers 59%
FOR ÷ (FOR + AGAINST)
36,128,130 for, 24,729,730 against Approved Form 8-K
filed June 21, 2024
RELAY THERAPEUTICS INC. 2. Non-binding advisory vote on executive compensation 60%
FOR ÷ (FOR + AGAINST)
66,749,846 for, 44,678,968 against Approved Form 8-K
filed June 3, 2024
CARA THERAPEUTICS INC. 2. Approval, on a Non-Binding Advisory Basis, of the Compensation of the Company's Named Executive Officers 60%
FOR ÷ (FOR + AGAINST)
16,277,985 for, 10,660,228 against Approved Form 8-K
filed June 7, 2024
SERITAGE GROWTH PROPERTIES 3. Approval of an advisory, non-binding, resolution to approve the Company's executive compensation program for the Company's named executive officers 61%
FOR ÷ (FOR + AGAINST)
14,073,174 for, 9,108,681 against Approved Form 8-K
filed June 6, 2024
TEXAS ROADHOUSE INC. 2 C. Advisory Vote on Executive Compensation. 61%
FOR ÷ (FOR + AGAINST)
34,118,028 for, 22,070,248 against Approved Form 8-K
filed May 17, 2024
TREDEGAR CORP. 2. Advisory Vote Approving Compensation of Named Executive Officers 61%
FOR ÷ (FOR + AGAINST)
16,178,738 for, 10,439,856 against Approved Form 8-K
filed May 15, 2024
ADICET BIO INC. 5. Non-Binding Advisory Vote on Compensation of the Company's Named Executive Officers 61%
FOR ÷ (FOR + AGAINST)
29,915,289 for, 19,213,617 against Approved Form 8-K
filed June 7, 2024
BROADCOM INC. 3. An advisory vote to approve the named executive officer compensation 62%
FOR ÷ (FOR + AGAINST)
229,311,363 for, 142,648,227 against Approved Form 8-K
filed April 24, 2024
GOOSEHEAD INSURANCE INC. 3. Advisory Vote on Executive Compensation The proposal to approve an advisory resolution relating to the approval of compensation paid to the Company's named executive officers 62%
FOR ÷ (FOR + AGAINST)
21,024,747 for, 12,781,386 against Approved Form 8-K
filed May 7, 2024
STEM INC. 3. Advisory Approval of the Compensation of the Company's Named Executive Officers 63%
FOR ÷ (FOR + AGAINST)
39,114,764 for, 23,445,245 against Approved Form 8-K
filed May 29, 2024
CHESAPEAKE ENERGY CORP. 2. Non-Binding Advisory Vote to Approve Named Executive Officer Compensation 63%
FOR ÷ (FOR + AGAINST)
73,097,257 for, 42,625,916 against Approved Form 8-K
filed June 18, 2024
CARDLYTICS INC. 3. Approval, on an advisory basis, of the compensation of the Company's named executive officers 64%
FOR ÷ (FOR + AGAINST)
15,925,219 for, 9,043,339 against Approved Form 8-K
filed May 23, 2024
COGNEX CORP. 3. To approve, on an advisory basis, the compensation of the Company's named executive officers as described in the Proxy Statement including the Compensation Discussion and Analysis, compensation tables and narrative di 65%
FOR ÷ (FOR + AGAINST)
89,494,295 for, 48,222,674 against Approved Form 8-K
filed May 2, 2024
QUOTIENT TECHNOLOGY INC. 3. Advisory Vote on Executive Compensation 65%
FOR ÷ (FOR + AGAINST)
43,536,807 for, 23,198,353 against Approved Form 8-K
filed August 8, 2023
SL GREEN REALTY CORP. 2. Proposal to approve, on an advisory basis, the Company's executive compensation 66%
FOR ÷ (FOR + AGAINST)
29,756,681 for, 15,527,298 against Approved Form 8-K
filed June 4, 2024
WARRIOR MET COAL INC. 2. Advisory Vote on Executive Compensation 66%
FOR ÷ (FOR + AGAINST)
27,530,647 for, 14,176,211 against Approved Form 8-K
filed April 29, 2024
TELLURIAN INC. 3. To approve, on a non-binding advisory basis, the compensation of the Company's named executive officers The compensation of the Company's named executive officers, as disclosed in the proxy statement 66%
FOR ÷ (FOR + AGAINST)
122,749,186 for, 62,901,200 against Approved Form 8-K
filed June 7, 2024
ENSTAR GROUP LTD. 2. Advisory vote to approve executive compensation 67%
FOR ÷ (FOR + AGAINST)
8,278,312 for, 4,115,703 against Approved Form 8-K
filed June 6, 2024
BOSTON PROPERTIES INC. 2. Non-binding, Advisory Vote on Named Executive Officer Compensation 67%
FOR ÷ (FOR + AGAINST)
92,860,514 for, 44,793,229 against Approved Form 8-K
filed May 24, 2024
REGIONAL MANAGEMENT CORP. Advisory Vote to Approve the Compensation of the Company's Named Executive Officers The Company's stockholders approved, on an advisory basis, the compensation of the Company's named executive officers, based on the foll 68%
FOR ÷ (FOR + AGAINST)
5,439,229 for, 2,615,825 against Approved Form 8-K
filed May 20, 2024
CCC INTELLIGENT SOLUTIONS HOLDINGS INC. 2. Advisory Vote on the Compensation of the Company's Named Executive Officers 68%
FOR ÷ (FOR + AGAINST)
379,544,857 for, 178,707,955 against Approved Form 8-K
filed May 28, 2024
NIKOLA CORP. 4. Proposal to approve, on a non-binding advisory basis, the compensation paid by the Company to its named executive officers 69%
FOR ÷ (FOR + AGAINST)
375,903,574 for, 170,910,615 against Approved Form 8-K
filed June 6, 2024
AON PLC 2. An advisory vote to approve executive compensation. This advisory resolution 69%
FOR ÷ (FOR + AGAINST)
112,893,717 for, 51,247,827 against Approved Form 8-K
filed June 26, 2024
MR. COOPER GROUP INC. 2. Advisory vote on named executive compensation (Say on Pay) 69%
FOR ÷ (FOR + AGAINST)
35,415,542 for, 15,880,647 against Approved Form 8-K
filed May 24, 2024
HECLA MINING CO. 3. Advisory Vote on Named Executive Compensation 69%
FOR ÷ (FOR + AGAINST)
266,467,414 for, 117,994,698 against Approved Form 8-K
filed May 21, 2024
OMEROS CORP. 2. An advisory resolution regarding the compensation of Omeros' named executive officers as reported in the proxy statement for the 2024 Annual Meeting of Shareholders 69%
FOR ÷ (FOR + AGAINST)
15,849,545 for, 6,977,695 against Approved Form 8-K
filed June 12, 2024
APA CORP. 12. Non-Binding Advisory Vote on Executive Compensation 69%
FOR ÷ (FOR + AGAINST)
158,366,379 for, 69,581,737 against Approved Form 8-K
filed May 29, 2024

The filing’s word and its own tally disagree (1)

CompanyMeetingBallot itemSupport (of votes cast)TallyReported outcomeFiling
GUARDANT HEALTH INC. 3. A proposal to approve, on an advisory (non-binding) basis, the compensation of the Company's named executive officers 94%
FOR ÷ (FOR + AGAINST)
84,585,946 for, 5,812,828 against Not approved Filing and tally disagree
The company's filing says not approved; its own tally shows 94% FOR.
Form 8-K
filed June 14, 2024

Built October 13, 2026 from the company pages as published that day. A season runs from July 1 to June 30; only companies with a page on this site are included. How the figures are read.