Results of the 2015 Proxy Season in Silicon Valley

David A. Bell is a partner in the corporate and securities group at Fenwick & West LLP. This post is based on portions of a Fenwick publication titled Results of the 2015 Proxy Season in Silicon Valley; the complete survey is available here.

In the 2015 proxy season, most of the technology and life sciences companies included in the Silicon Valley 150 Index (SV 150) and the public companies in other industries included in the Bay Area 25 Index (BA 25) 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 in Silicon Valley annual meetings also include voting on other matters, such as proposals in compensation, governance, policy and other general business issues. All told, stockholders voted on 551 matters at the 144 annual meetings held by SV 150 companies (compared to 95 matters at 24 annual meetings of BA 25 companies). [1]

This companion supplement to the Fenwick survey, Corporate Governance Practices and Trends: A Comparison of Large Public Companies and Silicon Valley Companies, provides insight into the results of stockholder voting at annual meetings in the 2015 proxy season, [2] allowing directors, executives and practitioners to analyze company results with relevant peers.

Significant Findings

Among the key findings are:

Director Elections

  • The average size of the board slate up for election among the SV 150 was 5.7 directors (median = 6), compared to 8.8 directors among the BA 25 (median = 10). The most common number of directors being elected was 3 directors in the SV 150, with the number ranging from 1 to 15 (compared to a range of 3 to 16 directors among the BA 25, with 11 most common).
  • In the vast majority of cases, the elections of directors were uncontested. There were 142 uncontested elections of directors in the SV 150 (and 24 in the BA 25), and only two SV 150 companies that had contested elections in the 2015 proxy season. None of the BA 25 companies had a contested election.
  • In the SV 150, the median of the average percentage of votes for (as opposed to votes against or withheld) each company’s nominees was 97.7%, ranging from 72.8% on average up to 100% voted for the board-sponsored nominees (compared to a median of 99.0% and range of 97.9% to 99.9% in the BA 25). Approximately 13.5% of the SV 150 companies that had uncontested elections had an average of 20% or more of the vote against or withheld against their board-nominated candidates (compared to none in the BA 25).


  • Since 2011, public companies have generally been required to hold a “say-on-pay” vote—a periodic non-binding vote on whether stockholders approve the compensation paid to the company’s named executive officers, as disclosed in the proxy statement.
  • Of the 116 companies in the SV 150 that held say-on-pay votes at their annual meetings in the 2015 proxy season (in the BA 25), five companies in the SV 150 lost the vote (compared to none of the 21 companies in the BA 25 holding say-on-pay votes).
  • Say-on-pay opposition reached 15% or more of votes cast (ignoring abstentions and broker non-votes) at 23% of SV 150 companies (compared to 10% of BA 25 companies). Within the SV 150, opposition reached 30% or more at 10 companies (of which eight had opposition of 40% or more, including the aforementioned five companies that lost the vote).

Other Proposals Voted On

  • Generally, stockholders at larger companies were asked to vote on more matters than at smaller companies. The increased number of proposals at larger companies was due to the fact that no stockholder-sponsored proposals were voted on by stockholders outside of the top 50 companies in the SV 150 companies, as well as the fact that larger companies are significantly more likely to hold say-on-pay votes annually.

Company Proposals

  • In both SV 150 and BA 25 companies, company-sponsored proposals are spread across compensation (primarily say-on-pay and equity plan proposals), governance (primarily director elections) and other general business (primarily auditor approval), and are also 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 95 company-sponsored proposals in the 2015 proxy season, primarily in compensation-related subjects, as well as some governance matters (compared to 21 such proposals at BA 25 companies, which were more evenly split between compensation-related and governance matters).

Shareholder Proposals

  • Stockholder-sponsored proposals were more frequently focused on policy issues or governance matters and were also significantly less likely to be passed than those sponsored by companies, in both SV 150 and BA 25 companies.
  • Excluding competing director slates, SV 150 company stockholders were asked to vote on 41 stockholder-sponsored proposals at annual meetings during the 2015 proxy season (compared to 21 such proposals voted on by stockholders of BA 25 companies). Within the SV 150, more than two-thirds of stockholder-sponsored proposals were voted upon at the top 15 companies.
  • The most common topics for stockholder-sponsored proposals in the SV 150 were proxy access and environmental/sustainability, while the most common topic in the BA 25 was the requirement of companies to have an independent chair of the board.

In a number of instances the report also presents data showing comparison of the top 15, top 50, middle 50 and bottom 50 companies of the SV 150 (in terms of revenue), [3] allowing for a more carefully tailored view of the activity and results as they are impacted by company size or scale, as well as more relevant comparison to peers.

The complete publication is available here.


[1] Director elections at each company were treated as a single matter, irrespective of the number of directors being elected or whether a competing slate of candidates were nominated by a stockholder.
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[2] To be included in the data set for a particular “proxy season,” the definitive proxy statement for a company’s annual meeting generally must have been filed by the company with the Securities and Exchange Commission (SEC) during the twelve months ended June 30 of that year (i.e., the proxy statements included in the 2015 proxy season survey were generally filed with the SEC from July 1, 2014 through June 30, 2015 for the 2015 proxy season), irrespective of when the annual meeting was actually held (the annual meetings were usually held about two months following the filing of the proxy statement).
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[3] The top 15, top 50, middle 50 and bottom 50 companies of the SV 150, include companies with revenue in the following respective ranges: $6.2B or more, $1.4B or more, $315M but less than $1.3B, and $126M but less than $314M. The respective average market capitalizations of these groups are $118B, $44B, $3.1B and $1.6B.
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