2021 Proxy Season Results in Silicon Valley and at Large Companies Nationwide

By: David A. Bell , Ron C. Llewellyn

This comprehensive report includes five-year trend data, covering the 2017-2021 proxy seasons, for annual meeting participation, director elections, say-on-pay and other proposals among the technology and life sciences companies included in the Fenwick – Bloomberg Law Silicon Valley 150 List (SV 150) and the public companies included in the Standard & Poor’s 100 Index (S&P 100). We have also included meeting locale information, including data regarding whether meetings were held in virtual-only, in-person or hybrid formats.

Our 2021 Proxy Season Results Survey shows that the number of stockholder proposals has steadily increased over the last five years. While SV 150 companies saw a decrease in the number of proposals related to ESG-related policy issues, such as diversity and sustainability, on which stockholders voted in 2021, overall stockholder support for such proposals increased.

As companies grow larger, it’s more likely they will come into the crosshairs of shareholder activists. But our report shows that even the smaller public companies in the Silicon Valley are not immune to shareholder pressures. In 2021, more companies outside of the largest Silicon Valley companies included stockholder proposals at their annual meetings.

Select 2021 Proxy Season Highlights:

  • SV 150 companies have faced more stockholder proposals in recent years. The number of stockholder proposals in the SV 150 has increased since 2015, particularly with respect to governance and policy issues.
  • Support for stockholder proposals has increased in both the SV 150 and S&P 100 over the last several years. Median support for stockholder proposals increased for both SV 150 and S&P 100 companies from 2017 through 2021, although stockholders at S&P 100 companies showed a more marked increase in support for such proposals over that period.
  • The total number of proposals on which stockholders of SV 150 companies have voted in the last few years has decreased. During the period of 2015 through 2021, there was a significant decline (22%) in the total number of proposals on which stockholders of SV 150 companies voted, driven by a decrease in the number of compensation-related proposals.
  • The number of stockholder proposals passing at SV 150 companies increased in 2021. Eight stockholder proposals passed in 2021 compared to just six in 2020, representing a 33% increase.
  • The number of company proposals for the SV 150 declined significantly in 2021. SV 150 companies had 48 company proposals in 2021 compared to 66 company proposals in 2020 — an approximately 27% decrease.
  • SV 150 companies saw less support for their say-on-pay proposals in 2021. Significantly, seven SV 150 companies failed their say-on-pay vote compared to four in 2020. The average percentage of votes “for” of shares cast (ignoring broker non-votes and abstentions) for say-on-pay proposals was 88% compared to 89% in 2020. Within those SV 150 companies with relatively lower levels of support, opposition reached 30% or more at 14 companies, up from 10 companies in 2020.

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