Say on pay
Also called say-on-pay vote, advisory vote on executive compensation.
The shareholder advisory vote on NEO compensation required under Dodd-Frank. CompensationBase reports the pay table that vote is about; it does not track vote results.
What it is
Say-on-pay is the advisory shareholder vote on NEO compensation required by the Dodd-Frank Act. Most S&P 500 companies hold it annually. The ballot points at the CD&A, SCT, and related tables. The vote is non-binding: a failed say-on-pay does not legally cancel the grants.
CompensationBase reports the SCT that the vote is about. It does not collect or display voting results, ISS/Glass Lewis recommendations, or vote percentages.
Why companies use it
The vote exists to give shareholders a focused signal on pay without forcing a director-by-director campaign. Companies hold it because the Exchange Act and exchange rules require it on the stated cadence.
Committees use a strong result as validation and a weak result as a prompt to change peer groups, metrics, or one-time grants the following year.
Pros
- A single, comparable signal across issuers.
- Can change behavior after a failed or 70%-range vote even though it is advisory.
- Tied to the same SCT investors can read.
Cons
- Non-binding.
- A 90% result can rubber-stamp a controversial design if the shareholder base is passive.
- Vote outcomes are not in this catalog; you will not find pass/fail on a CompensationBase profile.
Examples
Annual agenda item
The DEF 14A lists Proposal 2, advisory vote on executive compensation, and prints the SCT a few dozen pages later. That SCT is what CompensationBase extracts.
After a failed vote
The next CD&A may describe outreach and a redesigned PSU. The following SCT will show the new grants. This site will show those new numbers when the proxy is ingested—not the vote tally that prompted them.
On CompensationBase
CompensationBase reports the SCT that a say-on-pay vote is about. It does not collect or display voting results.
Related terms
- Proxy statement
The shareholder document that contains the CD&A, SCT, and say-on-pay proposals. CompensationBase reads the latest definitive proxy (or information statement), not a live feed of every amendment.
- Compensation Discussion and Analysis
The narrative in the proxy that explains why the compensation committee paid what it paid. CompensationBase does not parse CD&A text; the SEC filing remains the source for footnotes and narrative.
- Executive compensation
The pay package a public company reports for its named executive officers, usually salary, bonus, equity awards, cash incentives, and other amounts from the Summary Compensation Table.