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- Say-on-pay Opposition At 33% (new) — Elevated opposition to executive compensation typically prompts boards to review and potentially adjust pay practices.
Rivian shareholders express concern over executive pay with 33% opposition to say-on-pay
Filed June 26, 2026 · Period ending June 22, 2026 · ~1 min read
Key Changes
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high
Say-on-pay vote passed with only 67% support, as 33% of votes cast opposed 2025 executive compensation—an elevated level that typically triggers board review of pay practices.
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR → -
low
Directors Karen Boone and Aidan Gomez elected to three-year terms with 81% and 92% support respectively, within normal ranges for uncontested elections.
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR → -
low
KPMG ratified as independent auditor for fiscal 2026 with 98% approval.
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR →
Summary
Rivian's 2026 annual meeting revealed shareholder discontent with executive compensation. While the advisory say-on-pay vote passed, 33% opposition (250 million votes against vs. 508 million for) signals meaningful concern about 2025 pay practices. Opposition above 25-30% typically prompts compensation committees to engage with shareholders and reassess programs.
For a company still ramping production and not yet profitable, elevated pay opposition may reflect investor views that compensation isn't sufficiently tied to operational milestones or shareholder returns. The meeting otherwise proceeded routinely. Both Class II directors won re-election with solid support, and KPMG's auditor ratification passed overwhelmingly at 98%. Turnout reached 78% of voting power. Investors should watch for any compensation committee response in the next proxy statement, particularly whether Rivian adjusts performance metrics or pay mix in response to the vote outcome.
Section-by-Section Diff
Event · Item 5.07 — Submission of Matters to a Vote of Security Holders
Rivian held its 2026 annual meeting with 78.39% turnout; directors elected, auditor ratified, but say-on-pay received only 67% support.
Added in current filing · view on EDGAR → · paraphrased
Votes FOR 508,489,685, Votes AGAINST 250,097,567, Votes ABSTAINED 1,346,699, Broker Non-Votes 255,737,891
The advisory vote on 2025 executive compensation passed with only 67.0% support among votes cast, with 32.9% opposition. This elevated opposition level is notable and suggests meaningful shareholder concern about executive pay practices. The opposition represents approximately 20.1% of total voting power present at the meeting. While the vote is non-binding, boards typically review compensation programs when opposition exceeds 20-25%.
Show 3 minor / wording changes
Added in current filing · verify on EDGAR →
A total of 976,546,842 shares of the Company's Class A common stock and 3,912,500 shares of the Company's Class B common stock were presented in person or represented by proxy at the meeting, representing approximately 78.39% of the combined voting power of the Company's Class A and Class B common stock as of the Record Date.
Rivian's 2026 annual meeting achieved a quorum with 78.39% of combined voting power represented. This turnout level is typical for annual meetings and sufficient for all proposals to proceed to a vote.
Added in current filing · view on EDGAR → · paraphrased
Karen Boone: Votes FOR 618,888,357, Votes WITHHELD 141,045,594, Broker Non-Votes 255,737,891; Aidan Gomez: Votes FOR 702,024,906, Votes WITHHELD 57,909,045, Broker Non-Votes 255,737,891
Both Class II director nominees were elected to serve until 2029. Karen Boone received 81.4% support and Aidan Gomez received 92.4% support among votes cast. These approval levels are within normal ranges for uncontested director elections.
Added in current filing · view on EDGAR → · paraphrased
Votes FOR 999,469,299, Votes AGAINST 10,599,213, Votes ABSTAINED 5,603,330, Broker Non-Votes 0
Shareholders ratified KPMG LLP as Rivian's independent auditor for fiscal 2026 with 98.4% support among votes cast. This overwhelming approval is typical for auditor ratification proposals.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 29, 2026 · How we verify