Silicon Valley and S&P 100: A Comparison of 2025 Proxy Season Results

In the 2025 proxy season, all of the technology and life sciences companies included in the Fenwick – Bloomberg Law Silicon Valley 150 List (SV 150) and all 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 2025 proxy season among the SV 150 and S&P 100.[1]

Significant Findings

Our 2025 Proxy Season Results Survey shows:

• Annual meeting participation was relatively consistent with 2024 participation. Stockholder support for directors remained high for both SV 150 and S&P 100 companies. SV 150 companies saw a slight increase in average stockholder “say-on-pay” support and S&P companies saw a slight decrease in support for these proposals.
• The number of stockholder proposals saw a slight increase in 2025 for the SV 150, while the number of stockholder proposals decreased significantly for the S&P 100, primarily as a result of a significant decrease in governance-related and policy-related stockholder proposals. Both the SV 150 and S&P 100 saw an overall decrease in stockholder support for such proposals.
• Even the smaller public companies in Silicon Valley are not immune to stockholder pressures. However, the majority of stockholder proposals in 2025 were aimed at the largest Silicon Valley companies. As companies grow larger, it is more likely they will come into the crosshairs of stockholder activists.

Other Key Findings

Director Elections

• 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 94.9%, ranging from 63.1% up to 99.8% on average who voted for the board-sponsored nominees (compared to a median of 96.6% and range of 82.9% to 99.0% in the S&P 100).
• There were 148 uncontested elections of directors in the SV 150 (and 99 in the S&P 100). Since they were uncontested, election of the board-nominated candidates was generally not in doubt, subject only to any applicable majority voting policy.
• In the 2025 proxy season, five companies in the SV 150 (one of them also part of the S&P 100) had one or more directors who received more “against” or “withheld” votes than “for” votes.

Say-on-Pay

• SV 150 companies saw an increase in support for their say-on-pay proposals in 2025. Only one SV 150 company failed its say-on-pay vote compared to six failures in 2024. The average percentage of votes “for” of shares cast (ignoring broker non-votes and abstentions) for say-on-pay proposals was 88.5%, compared to 87.0% in 2024.
• Support for say-on-pay proposals decreased for S&P 100 companies. Two S&P 100 companies failed their say-on-pay vote in 2025 and two failed their say-on-pay vote in 2024. However, the average percentage of votes “for” of total votes cast (ignoring broker non-votes and abstentions) for say-on-pay proposals decreased slightly from 88.3% in 2024 to 87.5% in 2025.
• Opposition to named executive officer compensation reached 15% or more of votes cast (ignoring abstentions and broker non-votes) at 25.5% of SV 150 companies (compared to 20.2% of S&P 100 companies). Within those SV 150 companies with relatively low levels of support, opposition reached 30% or more at 12 companies (of which six had opposition of 40% or more, including two companies where opposition exceeded 50%), down from 13 companies in 2024.

Auditor Ratification

• All of the companies in the SV 150 and 99 (out of 100) companies in the S&P 100 that held annual meetings in the 2024 proxy season included auditor ratification among the matters being voted upon by stockholders.
• Among SV 150 companies, 17.3% had 5% or more shares that voted against or abstained with respect to auditor ratification compared to 12.7% in the 2024 proxy season and 14.9% in the 2023 proxy season. (2.7% of companies had 10% or more shares that voted against/ abstained in 2025 compared to 1.3% in 2024 and 2.0% in the 2023 proxy season).

Other Proposals Voted On

The total number of proposals on which SV 150 companies voted decreased by 1.4% in 2025. In the S&P, the total number of proposals voted on decreased by 18.2%, driven primarily by a decrease in policy issue proposals.

Company Proposals

Excluding the director elections, say-on-pay (and say-on-frequency) and auditor approval voting covered above, stockholders at SV 150 companies voted on 95 company-sponsored proposals in the 2025 proxy season, primarily on compensation-related subjects, as well as some governance and general business matters (compared to 50 such proposals at S&P 100 companies).

Stockholder Proposals

• The stockholder-sponsored proposals voted on in the SV 150 generally focused on governance matters or policy issues (this was also true in the S&P 100). They were also generally unsuccessful (only two succeeded in 2024 compared to five in 2024).
• The average support for stockholder proposals at both SV 150 companies and S&P 100 companies decreased overall in 2025. Among the SV 150 companies, average support decreased from 20.4% to 18.0% (and decreased from 17.1% to 12.5% at S&P 100 companies). Average support at SV 150 companies decreased significantly for governance proposals (29.8% in 2025 compared to 44.2% in 2024), while average support for compensation proposals increased significantly (from 9.5% in 2024 to 22.5% in 2025). Average support at S&P 100 companies decreased across all categories of stockholder proposals.
• The most common topics for stockholder proposals in the SV 150 were stockholder ability to call special meetings (10 proposals, one of which succeeded) and anti-discrimination/diversity proposals (10 proposals, none of which succeeded).
• The most common such topics in the S&P 100 involved environmental sustainability (48 proposals, none of which succeeded), anti-discrimination/diversity (44 proposals, none of which succeeded), and human rights (20 proposals, none of which succeeded).

Annual Meeting Participation

• An average of approximately 86.9% of shares of SV 150 companies were represented in person or by proxy at company annual meetings. In addition to the approximately 13.1% that were not represented, approximately 9.4% of eligible shares were represented via proxy by brokers who did not receive instructions as to voting for the bulk of matters for which broker discretionary voting is not permitted (so-called “broker non-votes”). This compares to approximately 14.2% not represented and approximately 10.5% broker non-votes in the S&P 100 in the same period. Annual meeting participation rates were roughly similar to 2024 levels for both SV 150 and S&P 100 companies.
• The ranges of representation and voting were somewhat broader in the SV 150 than the S&P 100 (e.g., 59.1%–98.8% represented in the SV 150, compared to 65.6%–96.6% represented in the S&P 100 and 22.8%-97.9% voting in the SV 150, compared to 55.3%-94.4% voting in the S&P 100).

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), [2] 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 (i.e., the S&P 100 compared to their peers in the top 15 of the SV 150).

The complete publication, which includes additional details on proposal categories and voting results, is available: 2025 Proxy Season Results in Silicon Valley and Large Companies Nationwide.

1 To be included in the data set for a particular “proxy season,” a company’s annual meeting generally must have been held between July 1 of the previous year and June 30 of the current year. In some instances, a company may have held two meetings in a particular proxy season (usually as a result of the prior calendar year’s meeting being held off cycle). In such cases, the data has been normalized by including the results of only one annual meeting for such company (generally, the on-cycle meeting).(go back)

2 The top 15, top 50, middle 50 and bottom 50 companies of the SV 150 include companies with revenue in the following respective ranges: $27.6B or more; $3.3B to $27.6B; $717.4M to $3.3B; and $224.5M to $717.4M. The respective average market capitalizations of these groups are $899.1B, $319.6B, $9.6B and $2.7B.(go back)