Silicon Valley and S&P 100: A Comparison of 2026 Proxy Season Results

In the 2026 proxy season, all but one of the technology and life sciences companies included in the Fenwick 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. They will also often include an advisory vote with respect to named executive officer compensation (say-on-pay).

Increasingly, annual meetings will also 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 2026 proxy season among companies in the SV 150 and S&P 100. [1]

This year’s results also come against the backdrop of significant developments at the Securities and Exchange Commission (SEC) that could reshape stockholder proposals in 2027 and beyond, which we discuss at the end of this post.

Significant Findings

Our 2026 Proxy Season Results Survey shows:

• Annual meeting participation was relatively consistent with 2025 participation. Stockholder support for directors remained high for both SV 150 and S&P 100 companies (slightly higher for S&P 100 companies). Both SV 150 companies and S&P 100 companies saw a slight increase in average stockholder “say-on-pay” support.
• The total number of stockholder proposals increased slightly in 2026 for SV 150 companies, while the total number of stockholder proposals decreased for S&P 100 companies, primarily as a result of a decrease in compensation proposals and policy issue proposals, offsetting an increase in governance proposals. Policy issue proposals increased slightly for SV 150 companies.
• Average support for stockholder proposals decreased at SV 150 companies, but increased at S&P 100 companies.
• Even the smaller public companies in Silicon Valley are not immune to stockholder pressures. However, the majority of stockholder proposals in 2026 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

• There were 148 uncontested elections of directors in the SV 150 (and 100 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 SV 150, the median of the average percentage of votes cast for (as opposed to votes against or withheld/abstained) each company’s nominees in uncontested elections was 95.1%, ranging from 68.5% up to 100% on average who voted for the board-sponsored nominees (compared to a median of 96.4% and range of 76.4% to 98.5% in the S&P 100).
• In the 2026 proxy season, two companies in the SV 150 had one or more directors who received more “against” or “withheld” votes than “for” votes.

Say-on-Pay

• SV 150 companies saw slightly more support for their say-on-pay proposals in 2026. While two of the 139 SV 150 companies holding say-on-pay votes in 2026 failed their say-on-pay vote, compared to just one failure in 2025, the average percentage of votes “for” of shares cast (ignoring broker non-votes and abstentions) on say-on-pay proposals in 2026 was 89.2%, compared to 88.4% in 2025 and 87.3% in 2024.
• Support for say-on-pay proposals also increased slightly for S&P 100 companies. Of the 99 companies that held say-on-pay votes in 2026, only one failed its say-on-pay vote, compared to two failures in 2025. The average percentage of votes “for” of shares cast (ignoring broker non-votes and abstentions) on say-on-pay proposals increased slightly from 87.5% in 2025 to 88.1% in 2026, down from 88.3% in 2024.
• Opposition to named executive officer compensation reached 15% or more of votes cast (ignoring abstentions and broker non-votes) at 23.0% of SV 150 companies (compared to 21.1% of S&P 100 companies). Within those SV 150 companies with relatively low levels of support, opposition reached 30% or more at seven companies (of which five had opposition of 40% or more, including two companies where opposition exceeded 50%), down from 12 companies in 2025.

Auditor Ratification

• All of the companies in the SV 150 and all but one of the companies in the S&P 100 that held annual meetings in the 2026 proxy season included auditor ratification among the matters being voted upon by stockholders.
• Among SV 150 companies, 15.3% had 5% or more shares that voted against or abstained with respect to auditor ratification compared to 17.3% in the 2025 proxy season and 12.7% in the 2024 proxy season (2.7% of companies had 10% or more shares that voted against/abstained in 2026 compared to 2.7% in 2025 and 1.3% in the 2024 proxy season).

Other Proposals Voted On

The total number of other proposals (other than director elections, auditor approval, and say-on-pay (and say-on-frequency)) on which SV 150 companies voted increase by 9.3% in 2026. In the S&P, the total number of other proposals voted on increased by 1.2%.

Company Proposals

Excluding director elections, auditor approval, and say-on-pay (and say-on-frequency) proposals, stockholders at SV 150 companies voted on 106 company-sponsored proposals in the 2026 proxy season, primarily on compensation-related subjects, as well as some governance and general business matters (compared to 70 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 five succeeded at SV 150 companies in 2026 compared to two in 2025, three succeeded at S&P 100 companies in 2026 compared to one in 2025).
• Average support for all stockholder proposals decreased at SV 150 companies and increased at S&P 100 companies. Among the SV 150 companies, average support decreased from 18.0% to 17.1% (and increased from 12.5% to 16.2% at S&P 100 companies). Average support at SV 150 companies decreased significantly for compensation proposals (from 22.5% in 2025 to 7.3% in 2026), average support for governance proposals increased (from 29.8% in 2025 to 33.2% in 2026), and average support for policy issue proposals decreased (from 9.2% in 2025 to 4.6% in 2026). Average support at S&P 100 companies increased for governance stockholder proposals and general business proposals and decreased for compensation proposals and policy issue proposals.
• The most common topics for stockholder proposals in the SV 150 were stockholder ability to call special meetings (seven proposals, none of which succeeded), anti-discrimination/diversity proposals (nine proposals, none of which succeeded), environmental/sustainability proposals (nine proposals, none of which succeeded), and human rights (eight proposals, none of which succeeded).
• The most common topics for stockholder proposals in the S&P 100 were independent chair proposals (31 proposals (up from just eight proposals in 2025), none of which succeeded), anti-discrimination/diversity proposals (21 proposals, none of which succeeded), environmental/sustainability proposals (39 proposals, none of which succeeded), and human rights proposals (27 proposals, none of which succeeded). Notably, proposals for stockholders to be able to act by written consent increased from just three in 2025 to 13 in 2026.

Annual Meeting Participation

• An average of approximately 87.0% of shares of SV 150 companies were represented in person or by proxy at company annual meetings. In addition to the approximately 13.0% that were not represented, approximately 9.6% 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 14.1% not represented and approximately 10.3% broker non-votes in the S&P 100 in the same period. Annual meeting participation rates were roughly similar to 2025 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., 58.7%–99.0% represented in the SV 150, compared to 66.0%–94.8% represented in the S&P 100 and 28.1%-98.0% voting in the SV 150, compared to 58.3%-91.2% 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 Future of Stockholder Proposals

The rules of the game may be changing. After stepping back from issuing substantive no-action views on whether a company could exclude a stockholder proposal outside of Rule 14a-8(i)(1) (the “improper under state law” exclusion) in November 2025 – and making that hands off approach permanent in August 2026 (including proposals being excluded on the basis of Rule 14a-8(i)(1)), the Securities and Exchange Commission (SEC), on September 16, 2026, proposed rules rescinding Rule 14a-8 altogether. This move would eliminate stockholders’ ability under federal law to require that their proposals be included in a company’s proxy statement and instead leave it to state law and company governing documents to determine whether, and under what circumstances, stockholder proposals must be included in company proxy materials.

The SEC takes the position that Rule 14a-8 exceeds its statutory authority under Section 14(a) by improperly intruding into matters of state law, and it further contends that many of the original justifications for the rule, including the assumption that many proposals would be supported by management or receive meaningful stockholder support, have not been substantiated in practice. In particular, the SEC notes in the proposed rules that in 2025, only approximately 7% of submitted proposals and 11% of proposals that were voted upon received majority stockholder support, reflecting a pattern of low support levels consistent with the trends in our survey data (where average support for stockholder proposals was 17.1% for SV 150 companies and 16.2% for S&P 100 companies in the 2026 proxy season). Indeed, not a single one of the most frequently submitted stockholder proposal categories (described above) garnered majority support in 2026.

The proposed rules would also allow companies to exercise discretionary voting authority on stockholder proposals presented at a stockholder meeting that were not included in the company’s proxy statement, subject to the ability of stockholders to opt out of such discretion.  The proposal is now subject to a 60-day comment period, and is widely expected to face legal challenges – leaving real uncertainty as to whether, and when, it would ever take effect and what the consequences may be. For a more detailed discussion of the proposed rules to rescind Rule 14a-8, see our client alert “SEC Proposes Rescission of the Shareholder Proposal Rule 14a-8 and Changes to Rule 14a-4.”

The complete report, which includes additional details on annual meeting participation, proposal categories and voting results, as well as what these developments at the SEC could mean for the next proxy season and beyond, is available here: 2026 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 near the cutoff). 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: $29.4B or more; $4.4B or more; $761M to $4.2B; and $247M to $758M. The respective average market capitalizations of these groups are $1.1T, $410.8B, $12.4B and $2.8B.(go back)