2026 Proxy Season A Look Ahead To Executive Compensation Issues And

Bonisiwe Shabane

-Dec 27, 2025, 6:21 PM

2026 Proxy Season: A Look Ahead to Executive Compensation Issues and Considerations As the 2026 proxy season approaches, public companies and their boards are navigating a rapidly evolving executive compensation landscape. Amidst new regulatory scrutiny, shifting investor expectations, and ongoing debate over performance metrics and disclosure practices, early preparation is crucial to mitigate potential challenges and proactively manage compensation matters through effective proxy disclosures, well-executed... This alert outlines key considerations for public companies and their compensation committees as they prepare for the 2026 proxy season and related compensation decisions. Emerging growth companies (EGCs) and smaller reporting companies (SRCs) should note that some of the rules and issues discussed here may not apply, and we encourage them to contact their Winston & Strawn team... Companies generally had positive say-on-pay results, with 99% of proposals passing for companies in both the S&P 500 and the Russell 3000 in early 2025.

Nonetheless, while failed say-on-pay results have remained infrequent, certain actions by compensation committees contributed to negative recommendations from Institutional Shareholder Services (ISS) and lower voting results for some proposals. A subset of companies fell below the key 70% threshold for ISS, which typically triggers heightened scrutiny of company responsiveness in the following year’s proxy statement. (Glass Lewis applies an 80% threshold for similar purposes.) Companies that received lower say-on-pay voting results in 2025 should consider steps that can be taken now to address relevant issues for the upcoming proxy season, including a game plan for shareholder engagement as... As the 2026 proxy season approaches, public companies and their boards are navigating a rapidly evolving executive compensation landscape. Amidst new regulatory scrutiny, shifting investor expectations, and ongoing debate over performance metrics and disclosure practices, early preparation is crucial to mitigate potential challenges and proactively manage compensation matters through effective proxy disclosures, well-executed...

This alert outlines key considerations for public companies and their compensation committees as they prepare for the 2026 proxy season and related compensation decisions. Emerging growth companies (EGCs) and smaller reporting companies (SRCs) should note that some of the rules and issues discussed here may not apply, and we encourage them to contact their Winston & Strawn team... Companies generally had positive say-on-pay results, with 99% of proposals passing for companies in both the S&P 500 and the Russell 3000 in early 2025. Nonetheless, while failed say-on-pay results have remained infrequent, certain actions by compensation committees contributed to negative recommendations from Institutional Shareholder Services (ISS) and lower voting results for some proposals. A subset of companies fell below the key 70% threshold for ISS, which typically triggers heightened scrutiny of company responsiveness in the following year's proxy statement. (Glass Lewis applies an 80% threshold for similar purposes.)

Companies that received lower say-on-pay voting results in 2025 should consider steps that can be taken now to address relevant issues for the upcoming proxy season, including a game plan for shareholder engagement as... Looking ahead to the 2026 proxy season, annual benchmarking surveys by proxy advisory firms ISS and Glass Lewis offer a preview of disclosure issues that may attract greater attention in public filings in the... Below we provide an overview of the most relevant takeaways from each firm's annual policy surveys for 2025. As the 2026 proxy season approaches, public companies and their boards are navigating a rapidly evolving executive compensation landscape. Amidst new regulatory scrutiny, shifting investor expectations, and ongoing debate over performance metrics and disclosure practices, early preparation is crucial to mitigate potential challenges and proactively manage compensation matters through effective proxy disclosures, well-executed... READ MORE

Retirement Plan Administrator (Part-Time) 3(16) Retirement Plan & Customer Liaison Participant Services & Operations Coordinator “BenefitsLink continues to be the most valuable resource we have at the firm.” "As the 2026 proxy season approaches, public companies and their boards are navigating a rapidly evolving executive compensation landscape.... This alert outlines key considerations for public companies and their compensation committees as they prepare for the 2026 proxy season and related compensation decisions" MORE >>

Ali Perry and Liz Walsh are Counsels, and Jennifer Zepralka is a Partner at Mayer Brown. This post is based on their Mayer Brown memorandum. In March 2024, the SEC adopted rules entitled “The Enhancement and Standardization of Climate-Related Disclosures for Investors” (the “Climate Rules”), intended to standardize how public companies report material climate-related risks and greenhouse gas emissions. The Climate Rules were almost immediately the subject of litigation, which was subsequently consolidated in the U.S. Court of Appeals for the Eighth Circuit (the “Eighth Circuit”), where they were subject to a voluntary stay pending litigation. Subsequently, the SEC withdrew its defense of the Climate Rules, but requested that the Eighth Circuit resolve the litigation on the merits.

In September 2025, the Eighth Circuit ordered that the litigation would be held in abeyance until the SEC reconsiders or renews its defense of the Climate Rules, which seems very unlikely at this time. Therefore, the litigation remains paused, and will likely remain so for the foreseeable future. For more information, see our article, “Regulatory Climate Shift: Updates on the SEC Climate-Related Disclosure Rules.” Today, the SEC’s 2010 climate disclosure guidance remains in effect. The guidance suggests that, where material, companies should disclose the direct effect of environmental legislation, regulation and international treaties, the indirect consequences of climate change, and the impact of physical changes to our planet... Climate change continues to be an area of focus for investors and other constituencies, as well as companies themselves.

This has prompted a growing number of companies to include sustainability initiatives in distinct sections of their proxy statements in addition to disclosure in annual reports. The approach of adding voluntary climate change and other ESG disclosure in the proxy statement may provide an opportunity for companies to control their message and provide a basis to direct shareholder engagement in... When preparing climate change disclosure for the proxy statement or annual report, companies should be cognizant of the securities laws and other legal ramifications of such disclosure. As alluded to above, misleading climate change disclosures can give rise to SEC or state enforcement proceedings and hefty monetary penalties. From a liability perspective, it may be prudent to describe corporate climate change initiatives in aspirational terms rather than as commitments to achieve specific results, unless the company is actively working towards reaching those... Companies may need to expand their disclosure controls and procedures, and possibly their internal control procedures, to take climate change disclosures into account.

The team involved in drafting and approving climate change disclosure should develop a process to fact-check disclosures. Board oversight and review of climate change disclosure may help to confirm alignment with company initiatives. There should be consistency between a company’s climate change disclosures in its SEC filings and the company’s disclosures in any sustainability report it publishes and other climate change disclosures it makes on its website... It is important that public companies draft climate change disclosure in a manner that is not susceptible to a characterization that it is inaccurate or misleading. A “Measured but Competitive” Year for Executive Pay Executive compensation in 2026 is being shaped by two opposing forces: boards face intense scrutiny on pay and inequality, yet they still operate in a global talent market where top leaders remain scarce and...

Surveys of compensation committees and HR leaders indicate a deliberate shift to “measured but competitive” pay strategies—moderating fixed pay growth while preserving upside through equity and performance-based incentives. Median salary increase projections have edged down as inflation cools and labor markets soften, but equity-based awards and long-term incentives remain robust, particularly in US and global large-cap companies. The result is a compensation environment where headline cash increases look restrained while total realizable pay can still expand meaningfully if performance and markets cooperate. Base Salary Trends: Moderation at the Top Across industries, most organizations still expect to provide base salary increases for executives in 2026, but the size of those increases is drifting lower than in the immediate post-pandemic years. Pearl Meyer’s 2026 outlook suggests median salary increase percentages around 3% for both CEOs and broad-based employees, with CEO direct reports slightly higher at roughly 3.4%.

These projected increases are modestly below recent actuals, reflecting lower inflation and a marginally less tight labor market. The executive branch, Congress, some states and business groups continue their efforts to curb the influence of proxy advisory firms, such as Institutional Shareholder Services (ISS) and Glass Lewis, citing the advisors’ conflicts of... SEC. Since 2020, the SEC has been trying to regulate proxy advisors, including by taking the position that providing voting advice is a proxy solicitation. This interpretation, which would have subjected proxy advisors to various filing requirements and anti-fraud provisions, was struck down in court. Separately, a 2020 rule, which is still playing out in the courts, requires proxy advisors to disclose potential conflicts of interest.

It would also have required proxy advisors to provide their voting recommendations to the subject company at or before sending them to clients and to allow clients to see the company's response, but the... Executive orders. The Trump administration is considering an executive order that would include a broad ban on proxy advisors issuing voting recommendations or a more limited ban on issuing recommendations with respect to companies that have... 11 WSJ article. FTC. The FTC is investigating ISS and Glass Lewis for possibly violating antitrust laws through their voting recommendations on ESG issues.

States. At least three states are challenging proxy advisors:

2026 Proxy Season A Look Ahead To Executive Compensation Issues And

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2026 Proxy Season: A Look Ahead To Executive Compensation Issues

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