It’s suddenly quieter on the proxy front, according to Fenwick’s 2019 survey

It’s that time of the year again–no, it’s too early for top 10 lists year. Fenwick & West, the Bay Area law firm, has released its annual proxy report, done in conjunction with Bloomberg. The report covers trends in stockholder voting at annual meetings in the 2019 proxy season 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).

Here are some key findings:

• An average of approximately 88.2 percent of shares of SV 150 companies was represented in person or by proxy at company annual meetings during the 2019 proxy season. But besides the approximately 11.8 percent not represented, an additional 14.2 percent were represented via proxy by brokers who did not receive instructions on voting for most of the matters for which broker discretionary voting is not permitted. This compares to 12.6 percent not represented and 15.3% broker non-votes in the S&P 100 in the same period.
• For the first time in a number of years, there were no contested elections in the SV 150 or the S&P 100 (compared to one SV 150 company and two of the S&P 100 companies in 2018).
• In the 2019 proxy season, all directors in the SV 150 and S&P 100 received more “for” votes than “against” or “withheld” in uncontested elections (compared to one in the SV 150 that did not and none in the S&P 100 in 2018)
• Opposition to named executive officer compensation reached 15 percent or more of votes cast (ignoring abstentions and broker non-votes) at 20.9 percent of SV 150 companies (compared to 17.9 percent of S&P 100 companies). Within those SV 150 companies with relatively lower levels of support, opposition reached 30% or more at 16 companies (of which 11 had opposition of 40 percent or more, including six companies where opposition exceeded 50 percent).