2022 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 2018-2022 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 2022 Proxy Season Results Survey shows that the number of stockholder proposals has steadily increased over the last five years. SV 150 companies saw a sharp increase in the number of proposals related to ESG-related policy issues, such as diversity and sustainability, on which stockholders voted in 2022. Overall stockholder support for such proposals increased slightly compared to 2021. In contrast, S&P 100 companies saw a similar substantial increase in the number of stockholder proposals in 2022 (the number of such proposals more than doubled), however overall support declined compared to 2021.

Our report shows that even the smaller public companies in the Silicon Valley are not immune to shareholder pressures. However, 2022 saw a decline in the number of companies outside of the largest Silicon Valley companies that included stockholder proposals at their annual meetings. As companies grow larger, it’s more likely they will come into the crosshairs of shareholder activists.

Selected 2022 Highlights: 

  • Support for stockholder proposals decreased in both the SV 150 and S&P 100 in 2022, reversing the trend in recent years. Average support for stockholder proposals decreased for both SV 150 and S&P 100 companies, although stockholders at S&P 100 companies showed a more marked decrease in support for such proposals. 
  • The total number of proposals, excluding board elections, say-on-pay, say-on-frequency and auditor ratification, on which SV 150 companies voted increased in 2022. After a period of decline from 2018 through 2021, the total number of proposals on which SV 150 companies voted increased by 8.3%, driven by an increase in company-sponsored proposals and policy-related stockholder proposals. 
  • The number of stockholder proposals passing at SV 150 companies increased in 2022. Fourteen stockholder proposals passed in 2022 compared to just eight in 2021, representing a 75% increase. 
  • After a decline in 2021, the number of company proposals for the SV 150 increased significantly in 2022. SV 150 companies had 86 company proposals in 2022 compared to just 49 company proposals in 2021 — an approximately 78% increase. 
  • Both SV 150 and S&P 100 companies saw less support for their say-on-pay proposals in 2022. While five SV 150 companies failed their say-on-pay votes compared to seven failures in 2021, the average percentage of votes “for” of shares cast (ignoring broker non-votes and abstentions) for say-on-pay proposals was 86.7%, compared to 87.8% in 2021. Four S&P 100 companies failed their say-on-pay vote in 2022 compared to six failures in 2021. However, the average percentage of votes “for” of total votes cast (ignoring broker non-votes and abstentions) for say-on-pay proposals declined from 86.1% in 2021 to just 85% in 2022. 

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