Public Companies That Failed Say-on-Pay Votes in 2024
Introduction
Say-on-Pay is a shareholder advisory vote on executive compensation packages, required by the Dodd-Frank Act. While these votes are non-binding, they serve as an important signal of shareholder sentiment regarding executive pay practices. This analysis identifies public companies that failed to receive majority shareholder support for their executive compensation in 2024.
| Ticker | Support % | Details |
|---|---|---|
| CRM | N/A | The advisory vote to approve the fiscal 2024 compensation of the Company’s named executive officers took place during the 2024 Annual Meeting of Stockholders on June 27, 2024. The vote counts were 339,289,556 For, 404,773,012 Against, 7,154,885 Abstain, and 102,155,941 Broker Non-Votes. |
| HES | 50.7% | Hess Corporation had a failed say-on-pay vote in connection with the merger-related compensation proposal during the special meeting of stockholders held on May 28, 2024. The vote counts were 112,970,138 votes for, 109,888,516 votes against, and 27,323,861 abstentions. The percentages were 50.7% for and 49.3% against. The proposal was not approved as the majority of votes were not in favor. |
| K | 41.8% | Kellanova had a failed say-on-pay vote on November 1, 2024. The vote counts were 111,656,930 for, 154,613,148 against, and 949,774 abstentions. This resulted in approximately 41.8% for, approximately 57.9% against, and approximately 0.4% abstentions. |
| MMM | 44.4% | 3M (MMM) had a failed say-on-pay vote on May 14, 2024. The vote counts were 153,684,148 For, 185,471,337 Against, 2,580,222 Abstain, and 95,991,883 Broker Non-Vote. The percentage in favor was approximately 44.4%, and the vote failed because the majority of votes were against the proposal. |
| NSC | N/A | Norfolk Southern Corporation (NSC) had a failed say-on-pay vote in their 2024 Annual Meeting of Shareholders on May 9, 2024. The vote failed because the majority of votes were against the proposal, with 47,617,715 votes For and 122,902,245 votes Against. There were also 6,980,579 Abstentions and 5,384,701 Broker Non-Votes. |
Analysis
Failed say-on-pay votes often indicate shareholder concerns about executive compensation practices, including excessive pay levels, poor pay-for-performance alignment, or inadequate disclosure. Companies typically respond to failed votes by engaging with shareholders and revising their compensation practices.
This data is extracted from SEC filings using Fintool's AI-powered analysis, providing real-time insights into corporate governance and executive compensation trends.