Say-on-Pay Vote

A say-on-pay vote is the advisory shareholder vote on a company’s executive compensation, required at least once every three years for U.S. public companies under Section 951 of the Dodd-Frank Act. Most large companies hold the vote annually.

The vote is non-binding: a low result does not overturn any pay decision already made. What it does is create a record. A board that receives well below 90% support in back-to-back years typically faces closer questions from proxy advisers and investors the following season about what changed in response.

The percentage itself is a ratio of votes cast, and the denominator is not universal — some companies report support as a share of votes for and against only, others include abstentions. A single support percentage from two different companies is not always measuring the same thing unless the voting standard is checked.

At its July 21, 2026 annual meeting, DXC's say-on-pay proposal received 50.0% shareholder support.