FW Cook dates the window for changing 2027 pay design to late Q4 and early Q1

Both sides know the calendar. "Sophisticated stewardship teams know roughly when compensation committees make their decisions. A meeting scheduled after the design work is effectively complete can feel more like a courtesy call," wrote Serdar Sikca, a principal at FW Cook, and Kenneth Sparling, a managing director there ^[7][1]. Investors know when their input can influence the committee's thinking ^[8].

The size of the call list comes off the share register. FW Cook suggests beginning with roughly the 15 to 20 largest investors, adjusted for ownership profile, voting history and the issues to be discussed, and says that group will often hold more than half of the outstanding shares ^[9]. Split half a register across 20 names and the average position is 2.5 percent; across 15 names it is 3.3 percent ^[10]. Preparation is meant to be investor by investor: how the institution voted, what its published policies say, what it raised in prior engagement, and who inside the firm will actually drive the voting decision ^[21]. At some institutions the stewardship team decides; at others portfolio managers carry real weight ^[13].

Pre-clearance is where the memorandum draws a line. Companies should generally avoid asking shareholders to sign off in advance on a special equity grant or the coming year's incentive design ^[5]. "The compensation decision should stay with the Board. The value of engagement is understanding how investors will evaluate it," Sikca and Sparling wrote ^[6]. The company goes in to learn something it cannot work out alone: which major holders changed their votes, where opposition concentrated, and whether supportive investors raised concerns despite voting "For" ^[11].

The memorandum does not report how many companies hold these conversations in the late Q4 window, or whether the ones that do fare better in the next say-on-pay vote ^[17]. The argument for the timing is a sequencing argument. The 2026 decisions are finished and about to be disclosed; the 2027 design is still open ^[4].

Director participation should be purposeful, according to the memorandum. A committee member or other independent director adds real value when a shareholder has asked for board participation, or when the discussion turns to board judgment or accountability ^[14]. When a director joins, investors expect to hear the board's rationale directly and in the director's own words, and redirecting those questions to management "undermines the value of having the director participate in the first place," the memorandum says ^[15]. On the latest ISS and Glass Lewis view of the company, Sikca and Sparling wrote: "Know it, but do not build the meeting around it." ^[16]