This study examines the association between Chief Executive Officer (CEO) overconfidence and Say-on-Pay (SOP) dissent in the context of behavioral agency theory implications. Using a German sample of SOP voting firms, we examine the association between CEO Overconfidence interacting with Tobin’s Q and return-on-assets (ROA) and SOP dissent. Consistent with our prediction, we find a significant negative association between CEO overconfidence combined with high firm performance and SOP dissent revealing that shareholders’ voting behavior is mainly driven by firm performance. Our results are robust to variation in model specifics. These findings provide first evidence for Germany regarding the association between CEO overconfidence and SOP dissent.