Over the last five years, stockholder activism has undergone significant transformation, shaped by changing market conditions, regulatory developments, and evolving societal expectations. Activism has continued to spread beyond traditional sectors, now increasingly targeting tech companies, especially in Silicon Valley. Activists have pursued a broad range of issues, from governance reforms to financial restructuring, with ESG (environmental, social, and governance) issues becoming a central focus of campaigns.
State corporate laws, SEC regulations, and stock exchange rules have also played a role in shaping the proxy landscape, as companies must comply with specific governance and reporting requirements. As activism grows and companies face greater scrutiny, it has become crucial for boards to align with investor expectations, particularly on governance and ESG matters.
This comprehensive report includes five-year trend data, covering the 2020-2024 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).
Select 2024 Proxy Season Highlights:
- Support for stockholder proposals increased in the SV 150 and decreased slightly in the S&P 100. Average support across all categories of stockholder proposals (compensation, governance and policy issues) increased for the SV 150 companies, from 15.3% in 2023 to 20.4% in 2024, with a sharp increase in support for governance-related proposals (21.6% in 2023; 44.2% in 2024). For the S&P 100, average support across all categories of stockholder proposals decreased from 19.2% to 17.1%, while support for governance-related proposals slightly increased.
- The total number of stockholder proposals on which SV 150 and S&P 100 companies voted decreased slightly in 2024. The number of stockholder proposals at SV 150 companies decreased slightly from 66 in 2023 to 65 in 2024. The S&P 100 also saw a decrease from 325 to 309 in 2024. These decreases can be attributed to an overall decrease in the number of governance proposals from the previous year.
- The number of stockholder proposals passing at SV 150 companies increased in 2024. Five stockholder proposals (four regarding elimination of supermajority and one regarding shareholder ability to call special meetings) passed in 2024, compared to two proposals regarding shareholder ability to call special meetings in 2023.
- The number of company proposals for the SV 150 increased sharply in 2024, after remaining relatively steady over the prior two years. SV 150 companies had 85 company proposals in 2022, 87 in 2023, with a jump to 112 in 2024.
- SV 150 companies saw more support for say-on-pay proposals in 2024, reversing the downward trend of declining support in recent years. Seven SV 150 companies failed their say-on-pay votes, compared to 9 failures in 2023, and the average percentage of votes “for” of shares cast (ignoring broker non-votes and abstentions) for say-on-pay proposals was 87.0%, compared to 84.8% in 2023.