More than two years have passed since the enactment of the Dodd-Frank Wall Street Reform and Consumer Protection Act. For publicly traded companies with more than $75 million in public float, this also signifies the passage of a second proxy season with shareholders delivering an advisory nonbinding vote on executive compensation (say-on-pay). So how did the 2012 say-on-pay vote measure up to the 2011 season and what issues should companies consider with next year’s proxy season? Thus far, the number of companies reporting that a majority of their shareholders delivered a negative say-on-pay vote increased from less than 2 percent in 2011 to approximately 2.5 percent in 2012. While companies’ shareholders continue to deliver overwhelming support for existing pay practices, with more than 90 percent of companies passing with at least a 70 percent approval rate, the vote continues to be a high-profile issue. The majority of those companies with failed 2011 say-on-pay votes received passing scores in 2012, suggesting that companies acted upon the prior results and engaged shareholders effectively. However, the failure rate still increased, meaning that some that passed in 2011 failed in 2012. Thus, what are the new lessons to be learned from the 2012 proxy season?