Broadly considered, stockholder activism has been a significant phenomenon among the largest U.S. public companies, with activists of a variety of stripes waging campaigns on a wide range of issues including in the form of stockholder proposals and voting activities. As such activism has continued to grow, it has spread to companies based in Silicon Valley.
In addition, state corporate law, the requirements of the rules and regulations of the U.S. Securities and Exchange Commission or stock exchanges, corporate governance practices and tax laws also lead companies to place a variety of proposals before stockholders for approval. In recent years, investors and activist stockholders alike have focused their attention on public companies’ efforts to address larger environmental, social and governance (ESG) issues.
This comprehensive report includes five-year trend data, covering the 2019-2023 proxy seasons, for annual meeting participation, director elections, say-on-pay and other company and stockholder 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 report shows that while the majority of stockholder proposals in 2023 were aimed at the largest Silicon Valley companies, even the smaller public companies are not immune. As companies grow larger, it is more likely they will come into the crosshairs of stockholder activists.
Select 2023 Proxy Season Highlights:
Support for stockholder proposals decreased significantly in both the SV 150 and S&P 100 in 2023. Average support across all categories of stockholder proposals (compensation, governance and policy issues) fell for the SV 150 companies, from 31.2% in 2022 to 15.3% in 2023. S&P 100 companies saw the steepest declines in compensation and policy issue proposals, including those related to diversity and environmental/sustainability issues.
The total number of proposals, excluding board elections, say-on-pay, say-on-frequency and auditor ratification, on which SV 150 companies voted, was virtually unchanged. Although still relatively high, the number of stockholder proposals at SV 150 companies decreased slightly in 2023, in contrast to the S&P 100, which saw an almost 10% increase in stockholder proposals.
The number of stockholder proposals passing at SV 150 companies decreased sharply in 2023. Two stockholder proposals regarding special meeting rights passed in 2023, compared to seven governance and seven policy issue proposals in 2022, including three political lobbying proposals.
After a significant increase in 2022, the number of company proposals for the SV 150 increased slightly in 2023. SV 150 companies had 85 company proposals in 2022 and 87 in 2023, compared to just 49 in 2021.
SV 150 companies saw less support for say-on-pay proposals in 2023, continuing the trend of declining support in recent years. Nine SV 150 companies failed their say-on-pay votes, compared to five failures in 2022, and the average percentage of votes “for” of shares cast (ignoring broker non-votes and abstentions) for say-on-pay proposals was 84.8%, compared to 86.7% in 2022.
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