For shareholders of U.S. public companies, the most direct way to oppose executive pay is to vote against the company’s advisory say-on-pay resolution. You can also choose how often that vote should occur, oppose compensation committee directors in an election, raise concerns with the company, or—if eligible and available under current rules—seek a shareholder proposal. Start with the company’s proxy statement and the voting instructions for your shares; your rights and ballot depend on how you hold the shares and the issuer’s meeting materials.
What can shareholders do if they disagree with executive pay?
The available actions differ in what they target and how much effort they require. Proxy votes are the usual starting point; engagement and proposals can add context or escalate the concern.
| Option | What it addresses | Effect and practical limits |
|---|---|---|
| Vote against say-on-pay | The company’s executive compensation package | Advisory; it communicates dissent but does not itself compel a pay change. [SEC, 2011] |
| Vote on say-on-pay frequency | Whether the advisory vote should recur annually, every two years, or every three years | Advisory; it chooses a cadence, not a compensation outcome. [SEC, 2011] |
| Vote against or withhold support from directors | Accountability for compensation oversight, often involving compensation committee members | Availability and consequences depend on the ballot and the shareholder’s voting policy. [ISS policy] [State Street policy] |
| Contact the company | Your reasons for opposing the pay package or the board’s response | Lets you communicate with investor relations, leadership, or directors; it does not guarantee a change. |
| Seek a shareholder proposal | A separate proposal and shareholder vote, if you meet the requirements and the route is available | Eligibility and procedures apply; the SEC has proposed rescinding Rule 14a-8, but that proposal remains pending as of October 4, 2026. [SEC proposal] [SEC docket] |
How to cast your vote and assess the pay package
Find the right proxy and voting instructions
Read the company’s proxy statement and follow the instructions that apply to your shares. A direct holder should use the voting channel and deadline provided by the broker, transfer agent, or company. Ballot wording, meeting timing, and the ability to vote vary by issuer and form of ownership.
If you own a mutual fund, distinguish your rights as a fund shareholder from the fund’s vote at companies in its portfolio. The fund votes the portfolio-company shares it holds; owning fund shares does not by itself mean you cast that company’s proxy. The SEC’s October 7, 2021 explainer puts it plainly: “The fund is responsible for voting on behalf of all the fund investors on a number of topics at the company.” [SEC proxy-voting explainer]
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Look beyond the headline pay number
Review the Compensation Discussion and Analysis, the specific say-on-pay resolution, and the compensation plan. Consider how pay relates to company performance, how incentives and targets are designed, whether the disclosure is clear, whether problematic practices are present, and how the board handled earlier shareholder concerns. ISS’s published policy describes peer and longer-term pay-performance alignment alongside qualitative factors such as incentive design and performance-goal rigor. These are policy considerations, not a legal test or a rule binding every investor. [ISS policy]
What does a no vote on say-on-pay do?
Covered public companies must provide an advisory vote on executive compensation at least once every three years. The vote is a formal way to register opposition, but it does not legally instruct the board to change pay. Companies must disclose whether and how they considered the result in their compensation discussion. [SEC, 2011]
Choose a frequency if it appears on the ballot
At least once every six years, shareholders also receive an advisory vote on whether say-on-pay should occur every one, two, or three years. An annual choice creates more frequent formal opportunities to express a view; it does not guarantee a different pay package. The company must disclose its decision about the frequency after the vote. [SEC, 2011]
Can shareholders vote out a compensation committee?
Shareholders can consider opposing compensation committee members in director elections when there are serious pay concerns or the board has failed to respond to prior opposition. The exact ballot options and director-election rules depend on the company, while an investor’s own policy shapes how that investor votes.
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1Scan for outdated or missing drivers - takes under a minute2Clear out junk files and repair common Windows errors3Fix the driver behind crashes, sound loss and screen glitchesFor example, State Street’s published policy identifies unmitigated pay-performance misalignment, significant problematic pay practices, and poor board communication or responsiveness as possible grounds for opposing say-on-pay. It also describes circumstances in which compensation committee members or the broader board may face opposition after inadequate response to a prior say-on-pay result with less than 70 percent support. That figure is a factor in State Street’s policy, not a statutory threshold or universal standard. [State Street policy]
Can I put an executive-pay proposal on the proxy ballot?
Rule 14a-8 has provided a route for eligible shareholders to seek inclusion of a proposal in a company’s proxy statement and a shareholder vote. Eligibility, deadlines, and procedural requirements matter; check the current rule and the issuer’s instructions before relying on this option. SEC Commissioner Elad L. Roisman described the rule in 2019 as allowing a shareholder who meets eligibility criteria to have a proposal included in the proxy statement and put to a vote. He also noted that independent solicitation can be costly and difficult for inexperienced shareholders. [Roisman statement, November 5, 2019]
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Rule 14a-8 status as of October 4, 2026
The SEC has proposed rescinding Rule 14a-8; the proposal has not taken effect. The SEC docket lists Release No. 34-106383 / File No. S7-2026-32 as “Proposed” and gives November 20, 2026 as the public-comment deadline—not an effective date. Check the docket for later Commission action. If the proposal is adopted, state law and the company’s governing documents would become central to whether a proposal must be included. [SEC proposal] [SEC docket]
Independent reader supportYour contribution helps us test, update, and keep practical guides available for everyone.How are golden-parachute votes different?
Some merger or similar transaction materials include a separate advisory vote on certain golden-parachute compensation arrangements, with disclosures about those arrangements. This is distinct from the recurring say-on-pay vote and does not mean every change-of-control payment receives a separate ballot item. [SEC, 2011]
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Outbyte Driver Updater FREEFix the driver behind crashes, sound loss and screen glitchesFind Drivers →Outbyte PC Repair FREERepair Windows errors before they cause bigger problemsFix Now →Practical checklist before you vote
- Confirm whether you hold the company’s shares directly or only through a mutual fund.
- Find the company’s proxy statement, applicable voting instructions, and deadline.
- Read the compensation discussion and the specific ballot resolutions.
- Assess pay and incentives in context, including performance, disclosure, practices, and the board’s response to prior votes.
- Choose whether to oppose say-on-pay, support a more frequent vote, or oppose directors, based on the ballot and your voting policy.
- For a proposal, verify current availability, eligibility, issuer requirements, and filing deadlines; the Rule 14a-8 proposal was still pending as of October 4, 2026.
This article concerns U.S. public companies under federal proxy rules. State corporate law, issuer-specific materials, and the form of ownership can affect the options available in an individual case.
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