Company proposals continued to pass at high rates, especially governance‑focused items. Excluding director elections, say‑on‑pay/frequency, and auditor approval, SV 150 stockholders voted on 95 company‑sponsored proposals; 87 passed, with average support of 86.0% of votes cast, according to our analysis of 2025 proxy season results among the SV 150 and the S&P 100.
Governance items, such as elimination of supermajority provisions, officer/ director exculpation, and declassification, drew strong approval. For example, SV 150 companies passed six elimination‑of‑supermajority proposals this year at average support near 99% of votes cast, and a broad set of officer exculpation charter amendments also cleared with comfortable margins. Several S&P 100 constituents similarly passed exculpation proposals.
Compensation proposals remained common for companies, driven by equity plan approvals. In the SV 150, 53 option/equity plan proposals passed with average support of 82.8% of votes cast; the S&P 100 also passed all 18 equity plan proposals it brought. By contrast, stockholder‑sponsored compensation proposals in both indices rarely passed, even as average support for those items in the SV 150 climbed to 22.5%.
Total proposal volumes shifted. Including core items, SV 150 companies voted on 613 matters, down 1.4% from 622 in 2024. The S&P 100’s total fell more sharply, from 670 to 548, reflecting a contraction in stockholder policy proposals. Within Silicon Valley, larger issuers faced more proposals overall and more frequent annual say‑on‑pay votes, contributing to volume differences across the top/middle/bottom 50 cohorts.
Overall, boards continued to advance (and secure) structural governance changes, while stockholder‑driven proposals faced headwinds. The mix of topics suggests companies channeled ballots toward broadly supported reforms and routine compensation approvals, even as the stockholder proposal landscape grew more polarized and prescriptive.
Check out the full 2025 Proxy Season Results for more details and insights.