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Failed and low say-on-pay votes, 2025-2026 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: 38 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 (16)

CompanyMeetingBallot itemSupport (of votes cast)TallyReported outcomeFiling
Luminar Technologies, Inc. 3. Advisory vote on executive compensation 6%
FOR ÷ (FOR + AGAINST)
3,544,018 for, 51,497,754 against Not approved Form 8-K
filed July 8, 2025
Warner Bros. Discovery, Inc. 3. On a non-binding, advisory basis, the 2025 compensation of the Company's named executive officers, commonly referred to as a "Say-on-Pay" vote, as set forth below 16%
FOR ÷ (FOR + AGAINST)
244,543,743 for, 1,313,562,677 against Not approved Form 8-K
filed June 12, 2026
Welltower Inc. 3. The approval, on an advisory basis, of the compensation of the Company's named executive officers as disclosed in the 2026 Proxy Statement 19%
FOR ÷ (FOR + AGAINST)
120,364,416 for, 515,585,650 against Not approved Form 8-K
filed May 22, 2026
Tri Pointe Homes, Inc. 2. Non-binding, advisory vote on the compensation of the Company's named executive officers 19%
FOR ÷ (FOR + AGAINST)
12,878,792 for, 53,460,057 against Not approved Form 8-K
filed April 16, 2026
DigitalBridge Group, Inc. 2. The proposal to approve, on a non-binding, advisory basis, certain compensation that will or may be paid by the Company to its named executive officers that is based on or otherwise relates to the transactions contemp 23%
FOR ÷ (FOR + AGAINST)
28,779,251 for, 96,013,357 against Not approved Form 8-K
filed April 23, 2026
Snowflake Inc. 2. Non-binding Advisory Vote to Approve the Compensation of the Company's Named Executive Officers 30%
FOR ÷ (FOR + AGAINST)
63,012,394 for, 145,942,393 against Not approved Form 8-K
filed July 3, 2025
Thermo Fisher Scientific Inc. 2. A non-binding, advisory proposal on the compensation of the Company's named executive officers 32%
FOR ÷ (FOR + AGAINST)
99,928,178 for, 214,525,673 against Not approved Form 8-K
filed May 26, 2026
Aon Plc 2. An advisory vote to approve executive compensation. This advisory resolution 39%
FOR ÷ (FOR + AGAINST)
69,888,299 for, 110,798,636 against Not approved Form 8-K
filed July 1, 2026
nLIGHT, Inc. 3. Advisory Non-Binding Vote on Named Executive Officer Compensation 39%
FOR ÷ (FOR + AGAINST)
15,842,169 for, 24,647,654 against Not approved Form 8-K
filed June 8, 2026
Red Cat Holdings, Inc. 3. A non-binding advisory vote to approve the compensation of the Company's Named Executive Officers 42%
FOR ÷ (FOR + AGAINST)
15,194,017 for, 21,304,013 against Not approved Form 8-K
filed June 25, 2026
Match Group, Inc. Proposal 2: The Say on Pay Proposal —stockholders did not approve, on an advisory basis, the compensation paid to Match Group's named executive officers for the fiscal year ended December 31, 2025. 43%
FOR ÷ (FOR + AGAINST)
85,252,504 for, 114,012,022 against Not approved Form 8-K
filed June 18, 2026
Snowflake Inc. 2. Non-binding Advisory Vote to Approve the Compensation of the Company's Named Executive Officers 44%
FOR ÷ (FOR + AGAINST)
96,340,999 for, 124,481,663 against Not approved Form 8-K
filed June 30, 2026
Microchip Technology Incorporated 3. Proposal to approve, on an advisory (non-binding) basis, the compensation of our named executives - Not Approved 45.6%
FOR ÷ (FOR + AGAINST)
205,841,244 for, 245,074,223 against Not approved Form 8-K
filed August 20, 2025
JAKKS Pacific, Inc. The third matter upon which the stockholders voted was an advisory vote to approve the compensation of our named executive officers, which matter was not approved. 47.6%
FOR ÷ (FOR + AGAINST)
4,094,720 for, 4,507,999 against Not approved Form 8-K
filed June 12, 2026
Cannae Holdings, Inc. 2. Advisory vote on the compensation of the Company's named executive officers The proposal related to the advisory vote on the compensation of the Company's named executive officers 48.2%
FOR ÷ (FOR + AGAINST)
21,467,005 for, 23,109,186 against Not approved Form 8-K
filed December 16, 2025
Skyworks Solutions, Inc. 3. On an advisory, non-binding basis, the compensation of the Company's named executive officers as disclosed in the Proxy Statement 49.8%
FOR ÷ (FOR + AGAINST)
54,203,161 for, 54,542,944 against Not approved Form 8-K
filed May 19, 2026

Approved with under 70% support (45)

CompanyMeetingBallot itemSupport (of votes cast)TallyReported outcomeFiling
CEVA, Inc. 2. Compensation of the Named Executive Officers The advisory vote to approve the Company's named executive officer compensation 50.2%
FOR ÷ (FOR + AGAINST)
9,497,742 for, 9,405,918 against Approved Form 8-K
filed June 3, 2026
Wingstop Inc. 3. Advisory vote to approve executive compensation The compensation of the Company's named executive officers 50.4%
FOR ÷ (FOR + AGAINST)
12,473,068 for, 12,271,161 against Approved Form 8-K
filed May 22, 2026
Adobe Inc. 4. Approve, on an advisory basis, the compensation of our named executive officers 50.7%
FOR ÷ (FOR + AGAINST)
148,837,167 for, 144,993,886 against Approved Form 8-K
filed April 21, 2026
The Chefs' Warehouse, Inc. 3. On a non-binding, advisory basis, the compensation of the Company's named executive officers, as described in the Company's definitive proxy statement filed on Schedule 14A with the Securities and Exchange Commission 51.0%
FOR ÷ (FOR + AGAINST)
18,756,222 for, 18,005,962 against Approved Form 8-K
filed May 11, 2026
AMC Entertainment Holdings, Inc. 7. Non-Binding Advisory Vote on Executive Compensation 52.8%
FOR ÷ (FOR + AGAINST)
96,387,442 for, 86,255,554 against Approved Form 8-K
filed December 11, 2025
Lifeway Foods, Inc. Proposal 4: According to the tabulation of voting results, the shareholders approved, on a nonbinding advisory basis, executive compensation. 53.3%
FOR ÷ (FOR + AGAINST)
6,590,702 for, 5,781,223 against Approved Form 8-K
filed December 31, 2025
IonQ, Inc. 3. Proposal to approve, on a non-binding, advisory basis, the compensation of the Company's named executive officers, as disclosed in the Company's definitive proxy statement filed with the Securities and Exchange Commis 53.7%
FOR ÷ (FOR + AGAINST)
45,871,221 for, 39,484,263 against Approved Form 8-K
filed June 22, 2026
Hut 8 Corp. 2. Advisory Vote on the Compensation of the Company's Named Executive Officers 54.8%
FOR ÷ (FOR + AGAINST)
38,689,226 for, 31,950,016 against Approved Form 8-K
filed June 12, 2026
Marvell Technology, Inc. 2. Proposal to approve, on an advisory non-binding basis, the compensation of the Company's named executive officers 56%
FOR ÷ (FOR + AGAINST)
327,552,779 for, 258,555,897 against Approved Form 8-K
filed June 25, 2026
Trex Company, Inc. Proposal 2: Trex stockholders approved, on an advisory basis, the compensation of the Company's executive officers named in the Company's definitive proxy statement dated March 16, 2026 56%
FOR ÷ (FOR + AGAINST)
44,939,698 for, 34,703,577 against Approved Form 8-K
filed May 4, 2026
Omnicom Group Inc. 2. An advisory resolution on the compensation of the Company's named executive officers as reported in the Proxy Statement 57%
FOR ÷ (FOR + AGAINST)
136,696,153 for, 104,956,047 against Approved Form 8-K
filed May 8, 2026
Grid Dynamics Holdings, Inc. 3. Advisory Approval of Named Executive Officer Compensation 57%
FOR ÷ (FOR + AGAINST)
40,985,429 for, 31,195,019 against Approved Form 8-K
filed December 23, 2025
SoundThinking, Inc. 2. Advisory Vote on the Compensation of the Company's Named Executive Officers 58%
FOR ÷ (FOR + AGAINST)
3,778,374 for, 2,741,809 against Approved Form 8-K
filed June 4, 2026
Dave & Buster's Entertainment, Inc. 3. Proposal to approve, on an advisory basis, the compensation of the Company's named executive officers 58%
FOR ÷ (FOR + AGAINST)
11,162,874 for, 8,077,556 against Approved Form 8-K
filed June 25, 2026
Comcast Corporation 3. Advisory vote on our executive compensation, as described in the proxy statement 58%
FOR ÷ (FOR + AGAINST)
217,159,284 for, 154,472,928 against Approved Form 8-K
filed June 12, 2026
Webster Financial Corporation 2. Proposal to approve, on an advisory (non-binding) basis, the compensation payments that will or may be paid to the Company's named executive officers in connection with the Transaction (the "Compensation Proposal") 59%
FOR ÷ (FOR + AGAINST)
68,045,455 for, 48,130,845 against Approved Form 8-K
filed May 27, 2026
MARA Holdings, Inc. 3. Approval, on an advisory basis, of the compensation of the Named Executive Officers 59%
FOR ÷ (FOR + AGAINST)
64,973,538 for, 44,975,240 against Approved Form 8-K
filed June 22, 2026
Willis Lease Finance Corporation 3. Advisory Vote on Approval of Executive Compensation 60%
FOR ÷ (FOR + AGAINST)
3,989,151 for, 2,671,326 against Approved Form 8-K
filed May 27, 2026
DigitalBridge Group, Inc. 2. Advisory Vote on Executive Compensation 60%
FOR ÷ (FOR + AGAINST)
73,139,847 for, 48,477,618 against Approved Form 8-K
filed May 29, 2026
Arista Networks, Inc. 2. Advisory Vote on Named Executive Officer Compensation 60%
FOR ÷ (FOR + AGAINST)
624,907,669 for, 410,157,079 against Approved Form 8-K
filed June 2, 2026
Roivant Sciences Ltd. 3. On a non-binding advisory basis, the compensation of the Company's named executive officers, as disclosed in the Proxy Statement, including the compensation tables and related narrative disclosures 61%
FOR ÷ (FOR + AGAINST)
316,651,402 for, 203,244,184 against Approved Form 8-K
filed September 11, 2025
Shoals Technologies Group, Inc. 2. Advisory Vote on the Approval of the Compensation of the Company's Named Executive Officers The compensation of the Company's named executive officers ("say-on-pay") 62%
FOR ÷ (FOR + AGAINST)
87,873,742 for, 54,537,481 against Approved Form 8-K
filed May 1, 2026
BlackLine, Inc. 3. Advisory non-binding vote on Named Executive Officer Compensation 62%
FOR ÷ (FOR + AGAINST)
30,296,698 for, 18,266,738 against Approved Form 8-K
filed May 8, 2026
Procore Technologies, Inc. 3. Advisory Vote on Compensation of Named Executive Officers 63%
FOR ÷ (FOR + AGAINST)
73,326,259 for, 42,864,779 against Approved Form 8-K
filed June 5, 2026
lululemon athletica inc. Approval, on an Advisory Basis, of Executive Compensation: 63%
FOR ÷ (FOR + AGAINST)
46,416,593 for, 27,018,492 against Approved Form 8-K
filed June 26, 2026
Core Scientific, Inc. 2. To approve on a non-binding, advisory basis, the compensation of our named executive officers, as disclosed in the 2026 Proxy Statement 64%
FOR ÷ (FOR + AGAINST)
138,785,477 for, 79,166,695 against Approved Form 8-K
filed May 15, 2026
First Watch Restaurant Group, Inc. 2. Advisory Resolution on Executive Compensation 64%
FOR ÷ (FOR + AGAINST)
31,155,497 for, 17,633,414 against Approved Form 8-K
filed May 21, 2026
Wesbanco, Inc. 2. Approval of an Advisory (Non-Binding) Vote on Compensation Paid to the Company's Named Executive Officers in 2025 65%
FOR ÷ (FOR + AGAINST)
45,662,797 for, 25,001,728 against Approved Form 8-K
filed April 16, 2026
Global Payments Inc. 2. Advisory vote to approve compensation of the named executive officers for the year ended December 31, 2025 65%
FOR ÷ (FOR + AGAINST)
146,640,626 for, 79,718,672 against Approved Form 8-K
filed May 4, 2026
Franklin Street Properties Corp. 3. Proposal to approve, by non-binding vote, the Company's executive compensation 65%
FOR ÷ (FOR + AGAINST)
38,438,867 for, 20,811,106 against Approved Form 8-K
filed May 14, 2026
Moderna, Inc. 2. Approval, on a non-binding advisory basis, of the compensation of the Company's named executive officers 65%
FOR ÷ (FOR + AGAINST)
169,401,841 for, 90,761,924 against Approved Form 8-K
filed May 11, 2026
IMAX Corporation 3. Named Executive Officer Compensation ("Say-on-Pay") 65%
FOR ÷ (FOR + AGAINST)
30,397,652 for, 16,187,383 against Approved Form 8-K
filed June 11, 2026
Ponce Financial Group, Inc. There were no broker non-votes. The foregoing Proposal II was approved. (c) Proposal III – Approval, on an advisory and non-binding basis, of the compensation of named executive officers. 65%
FOR ÷ (FOR + AGAINST)
11,067,224 for, 5,852,807 against Approved Form 8-K
filed June 12, 2026
Equity Bancshares, Inc. 2. In a non-binding, advisory vote, the compensation paid to the Company's named executive officers for the fiscal year ended December 31, 2025 65%
FOR ÷ (FOR + AGAINST)
10,134,760 for, 5,339,154 against Approved Form 8-K
filed April 22, 2026
TeraWulf Inc. Proposal 2: Non-binding, Advisory Vote on Executive Compensation: Our stockholders approved, on a non-biding advisory basis, the 2025 compensation of TeraWulf's named executives 66%
FOR ÷ (FOR + AGAINST)
179,761,319 for, 92,319,915 against Approved Form 8-K
filed June 10, 2026
Claros Mortgage Trust, Inc. Proposal 3: The Company's stockholders voted to approve, on an advisory basis, the compensation of the Company's named executive officers. 66%
FOR ÷ (FOR + AGAINST)
70,326,271 for, 35,691,548 against Approved Form 8-K
filed June 5, 2026
Broadcom Inc. 3. An advisory vote to approve the named executive officer compensation 66%
FOR ÷ (FOR + AGAINST)
2,433,503,375 for, 1,232,879,962 against Approved Form 8-K
filed April 21, 2026
Sarepta Therapeutics, Inc. 2. Advisory Vote to Approve Named Executive Officer Compensation 67%
FOR ÷ (FOR + AGAINST)
45,185,398 for, 22,373,065 against Approved Form 8-K
filed June 4, 2026
Rivian Automotive, Inc. 3. Approval, on an advisory (non-binding) basis, of the compensation of the Company's named executive officers in 2025 67%
FOR ÷ (FOR + AGAINST)
508,489,685 for, 250,097,567 against Approved Form 8-K
filed June 26, 2026
Genco Shipping & Trading Limited Advisory Vote on Executive Compensation The shareholders of the Company approved an advisory resolution on compensation of the Company's named executive officers by a non-binding vote. 67%
FOR ÷ (FOR + AGAINST)
22,226,496 for, 10,874,300 against Approved Form 8-K
filed June 23, 2026
Open Lending Corporation 3. Nonbinding Advisory Vote Approving the Compensation of the Company's Named Executive Officers 68%
FOR ÷ (FOR + AGAINST)
54,165,252 for, 25,663,965 against Approved Form 8-K
filed June 4, 2026
UDR, Inc. Proposal 2: At the Annual Meeting, the shareholders approved, on an advisory basis, the compensation of the Company's named executive officers, as disclosed in the Company's Proxy Statement for the Annual Meeting pursuan 69%
FOR ÷ (FOR + AGAINST)
213,004,891 for, 97,164,665 against Approved Form 8-K
filed May 27, 2026
BioCryst Pharmaceuticals, Inc. The proposed non-binding, advisory resolution regarding executive compensation was approved by the following votes: 69%
FOR ÷ (FOR + AGAINST)
126,098,528 for, 56,797,571 against Approved Form 8-K
filed June 12, 2026
ZoomInfo Technologies Inc. Proposal 3: Advisory, non-binding vote on the compensation of ZoomInfo's named executive officers ZoomInfo's stockholders approved, on a non-binding, advisory basis, the compensation of ZoomInfo's named executive officer 69%
FOR ÷ (FOR + AGAINST)
144,357,653 for, 64,824,845 against Approved Form 8-K
filed May 15, 2026
Ribbon Communications Inc. 3. The non-binding advisory vote on the compensation of the Company's named executive officers, as disclosed in the "Compensation Discussion and Analysis" section and the accompanying compensation tables and related narr 69%
FOR ÷ (FOR + AGAINST)
98,595,579 for, 43,428,949 against Approved Form 8-K
filed June 5, 2026

The filing’s word and its own tally disagree (2)

CompanyMeetingBallot itemSupport (of votes cast)TallyReported outcomeFiling
Conagra Brands, Inc. 2. Advisory Vote to Approve Named Executive Officer Compensation 89%
FOR ÷ (FOR + AGAINST)
321,898,549 for, 40,919,490 against Not approved Filing and tally disagree
The company's filing says not approved; its own tally shows 89% FOR.
Form 8-K
filed September 22, 2025
Guardant Health, Inc. 3. A proposal to approve, on an advisory (non-binding) basis, the compensation of the Company's named executive officers 91%
FOR ÷ (FOR + AGAINST)
98,236,639 for, 9,905,190 against Not approved Filing and tally disagree
The company's filing says not approved; its own tally shows 91% FOR.
Form 8-K
filed June 18, 2026

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.