David A. Bell is Partner and co-chair of Corporate Governance, and Ron C. Llewellyn is Counsel at Fenwick & West LLP. This post is based on a Fenwick publication titled ‘2022 Proxy Season Results in Silicon Valley and at Large Companies Nationwide.”
In the 2022 proxy season, 143 of the of the technology and life sciences companies included in the Fenwick – Bloomberg Law Silicon Valley 150 List (SV 150) and 99 of the companies in Standard & Poor’s (S&P 100) held annual meetings. Generally, such annual meetings will, at a minimum, include voting with respect to the election of directors and ratification of the selection of the auditors of the company’s financial statements. Fairly frequently, it will also include an advisory vote with respect to named executive officer compensation (say-on-pay).
Annual meetings also increasingly include voting on one or more of a variety of proposals that may have been put forth by the company’s board of directors or by a stockholder that has met the requirements of the company’s bylaws and applicable federal securities regulations.
This post summarizes key developments relating to stockholder voting at annual meetings in the 2022 proxy season among the SV 150 and S&P 100.[1]
Significant Findings
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. 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.