Mountain View, CA (December 6, 2016) – Fenwick & West today released a report covering the Results of the 2016 Proxy Season in Silicon Valley.
Focused on public companies in Silicon Valley, this report covers trends in stockholder voting at annual meetings in the 2016 proxy season. The proposals and outcomes from the largest technology and life sciences companies, those included in the Silicon Valley 150 Index (SV 150), are compared with companies in other industries included in the Bay Area 25 Index (BA 25). Both indices are compiled by The Mercury News.
These developments include a variety of statistics regarding director elections, “say on pay,” and a range of other compensation, governance and policy matters. This report is a companion supplement to the Fenwick survey, Corporate Governance Practices and Trends: A Comparison of Large Public Companies and Silicon Valley Companies, released in November 2016.
In the 2016 proxy season, most of the SV 150 and BA 25 companies held annual meetings that included voting for the election of directors, ratifying the selection of auditors of the company’s financial statements and voting on executive officer compensation (“say on pay”). Increasingly annual meetings also include voting on other matters, such as proposals in compensation, governance, policy and other general business issues.
This report provides results for these commonly voted on matters at annual meetings, as well as voting breakdowns and the results of other proposals:
Annual Meeting Participation
- An average of approximately 89% of shares of SV 150 companies was represented in person or by proxy at company annual meetings during the 2016 proxy season. However, in addition to the approximately 11% not represented, an additional 13% were represented via proxy by brokers who did not receive instructions as to voting for the bulk of matters for which broker discretionary voting is not permitted (“broker non votes”). This compares to 10% not represented and 8% broker non votes in the BA 25 in the same period.
- The ranges of representation and voting were somewhat broader in the SV 150 than the BA 25 (66% – 100% voting in the SV 150, compared to 58% – 90% voting in the BA 25).
- The average size of the board slate up for election among the SV 150 was 5.5 directors, compared to 9.1 directors among the BA 25. The most common number of directors being elected was 3 directors in the SV 150, with the number ranging from 1 to 14 (compared to a range of 3 to 15 directors among the BA 25, with 9 most common).
- In the vast majority of cases, the elections of directors were uncontested. Unlike 2015, where there were two contested elections in the SV 150 (and none in the BA 25), none of the SV 150 companies or BA 25 companies had a contested election in the 2016 proxy season.
Say on Pay
- Of the 113 companies in the SV 150 that held say on pay votes at their annual meetings (19 in the BA 25), six companies in the SV 150 lost the vote (compared to none in the BA 25).
- Say on pay opposition reached 15% or more of votes cast (ignoring abstentions and broker non votes) at 20% of SV 150 companies (compared to 21% of BA 25 companies). Within the SV 150, opposition reached 30% or more at 12 companies (of which eight had opposition of 40% or more, including the aforementioned six companies that lost the vote).
- Among the SV 150 companies, 13 companies held say on pay frequency votes, and of those, the board recommended annual frequency at twelve companies and triennial frequency at one company.
Other Proposals Voted On
- Generally, stockholders at larger companies continue to be asked to vote on more matters than at smaller companies. Of the 535 proposals put forward among SV 150 companies, 233 of the proposals were made by the top 50 companies, compared to 150 for the mid 50 and 152 for the bottom 50. The increased number of proposals at larger companies was due in part to stockholder sponsored proposals as well as the fact that larger companies are significantly more likely to hold say on pay votes annually.
- In both SV 150 and BA 25 companies, company sponsored proposals are significantly more likely to be passed than those sponsored by stockholders.
- Excluding the director elections, say on pay (and say on frequency) and auditor approval voting, stockholders at SV 150 companies voted on 86 company sponsored proposals, primarily in compensation related subjects, as well as some governance matters (compared to 11 such proposals at BA 25 companies, which were more evenly split between compensation related and governance matters).
- Stockholder sponsored proposals were mainly focused on governance matters or policy issues and generally unsuccessful, in both SV 150 and BA 25 companies.
- SV 150 company stockholders were asked to vote on 43 stockholder sponsored proposals at annual meetings (compared to 15 such proposals voted on by stockholders of BA 25 companies). Within the SV 150, more than three quarters of stockholder sponsored proposals were voted on at the top 15 companies.
- The most common topics for stockholder sponsored proposals in the SV 150 were proxy access and political/lobbying activities, while the most common topic in the BA 25 was regarding environment/sustainability.
Complete results of this report with related discussion are posted on Fenwick’s website at www.fenwick.com/proxyseason.
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