2026 Proxy Season Scorecard: Six Say-on-Pay Failures, AI Lands on Mega-Cap Ballots, and the Anti-ESG Pile-Up

Halfway through the 2026 proxy season, U.S. public-company shareholders have largely ratified what their boards put in front of them. Average support for executive pay is running at 92.3% — running higher than the three-year average (91.0%) and with fewer total failures (6 vs an average of 12 through the same date in 2023–2025). Average support for directors is 94.7%. On the surface, 2026 looks like a more permissive year, not a more punitive one.

Underneath that calm average sits an unusually tight cluster of revolts at index-weight names. Of the 1,108 annual-meeting Say-on-Pay votes counted through May 21, 2026, 6 failed outright — and half are at companies with market capitalizations above $10 billion: IQVIA Holdings (IQV), Skyworks Solutions (SWKS), and Arrowhead Pharmaceuticals (ARWR). The lowest-supported of them is IQVIA, where CEO Ari Bousbib’s $28 million package drew just 24.8% support.

Two of the six failures came on the back of dramatic year-over-year pay increases. At Element Solutions (ESI), CEO Benjamin Gliklich’s 2025 compensation rose to $26.5 million from $6.9 million the prior year — a 283% jump at a $9.8B specialty-chemicals company; Say-on-Pay support landed at 41.4%. At Beyond Meat (BYND), CEO Ethan Brown’s pay quintupled to $29.8 million from $5.0 million; support came in at 32.1%. Chemed (CHE) and Skyworks round out the list at 38.8% and 49.8% respectively. (Warner Bros. Discovery’s 17.6% golden-parachute vote on its Paramount-Skydance merger is excluded from this scorecard: that ballot is a one-time deal-related advisory, not an annual-meeting pay vote.)

Director elections tell a similar story. Of the 8,167 distinct director-company votes Boardroom Alpha has tracked so far in 2026, 18 directors at 14 companies received less than half of votes cast — the threshold that triggers a resignation tender under most majority-vote bylaws. Three patterns account for most of them.

Overboarding leads the list. The most-rejected name of the season, at 16% support, is John C. Plant, an independent director of Jabil Inc. (JBL) who simultaneously serves as Chair and CEO of Howmet Aerospace (HWM) — and whose Howmet board granted him a $45 million retention RSU effective July 1, 2025, six months before the Jabil vote.

Comp-committee chairs are taking the protest vote when shareholders want to register pay dissent more sharply than a Say-on-Pay slot allows. Michael Perry, who chairs the compensation committee at Arrowhead Pharmaceuticals (ARWR), drew just 69% support on the same ballot where Arrowhead’s Say-on-Pay package failed at 41%. The pattern extends to the next tier of support — directors who survived but lost meaningful ground year-over-year. Goldman Sachs‘ compensation committee chair, Kimberley D. Harris, drew 73.6% (down from 95.1%) after signing off on CEO David Solomon’s $47 million 2025 package; she is covered alongside other notable declines further down.

Dual-class structures route protest through guaranteed losses. Two directors of Avalon Holdings (AWX) appear near the bottom of the list — but they’re Class A nominees challenged by Anil Nalluri, a 36% Class A holder who has feuded with controlling shareholder Ronald Klingle (66.8% of voting power via Class B) for two decades. The vote is a structural protest, not a single-director repudiation.

A separate activist-vote-no campaign drove the two failures at Tredegar Corp. (TG), where George Freeman III (32%) and Carl Tack III (35%) drew sub-40% support after John D. Gottwald — a 19.6% holder and member of the company’s founding family — published a January letter calling for Tredegar to sell both remaining businesses (Bonnell aluminum extrusions and Surface Protection Films) and cease being a public company.

The data below names every Say-on-Pay failure and the ten largest individual director revolts of the season to date.

What it signals

A failed Say-on-Pay vote is non-binding under Dodd-Frank — boards are not obligated to cut pay, claw back equity, or change a comp consultant. In practice, however, a sub-70% result reliably triggers engagement with major institutional investors, and a sub-50% result usually shows up in next year’s proxy as a multi-page “shareholder outreach” section. The 6 companies named above will spend the next twelve months explaining themselves.

Director defeats are different. Under the majority-vote bylaws now standard at most large U.S. issuers, a director who receives less than half of votes cast is required to tender a resignation that the board may accept or reject. Acceptance is the cleaner outcome; rejection turns into a governance story of its own. The 18 defeats across 14 companies tracked here will resolve, one way or the other, in 8-Ks over the next 30 to 90 days.

The proxy season is not over. The bulk of mega-cap annual meetings fall in late May and early June. Boardroom Alpha will continue to publish completed-vote data on the Shareholder Meeting Calendar; the SPAC-specific vote stream lives on the SPAC Vote Calendar.