Leadership1 publisher3 min readPublished
Silicon Valley say-on-pay support edged past the S&P 100's in the 2026 proxy season
Silicon Valley 150 companies averaged 89.2% say-on-pay support in 2026 against 88.1% at the S&P 100, a Fenwick & West survey found. The Valley also had more failed pay votes and weaker director floors, so its boards have a wider range of outcomes to plan against for 2027.
The Board Room · Leadership desk
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What happened
- Median support for board nominees in uncontested director elections was 95.1% at SV 150 companies and 96.4% at the S&P 100.
- Average support for stockholder proposals fell at SV 150 companies and rose at the S&P 100, while proposal counts rose slightly in the Valley and fell among the large caps.
- Most stockholder proposals filed at Silicon Valley 150 companies in 2026 were aimed at the largest of them.
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Why it matters
- decision Valley compensation committees get a truer read of their 2027 risk from peers' dissent levels than from the 89.2% average, because the average absorbs the seven companies that drew 30% or more against.
- exposure A Valley company that grows toward the top of the list should expect more stockholder proposals on its ballot, on the authors' reading of where 2026 filings landed.
- constraint Boards planning 2027 meetings around this year's proposal counts are relying on a baseline that the SEC developments flagged by Fenwick could change.
For a board setting next year's benchmark, the averages in the 2026 survey by David A. Bell and Wendy Grasso of Fenwick & West moved too little to say much [1]. Say-on-pay support at the Silicon Valley 150 rose 0.8 points from 2025 [18], and at the S&P 100 it rose 0.6 points [19]. The Valley's average has climbed 1.9 points since 2024 [20]. The S&P 100's 88.1% is still below its 2024 level of 88.3% [5].
A skeptic would say the Valley's failed pay votes are noise, and on failures alone the skeptic has a point. Two of the 139 Valley companies that held pay votes failed them in 2026, up from one in 2025 [6]. S&P 100 failures fell from two to one among 99 companies [7]. Those are failure rates of 1.4% and 1.0% [21], too few cases to call a trend. The heavier dissent below the failure line is harder to set aside. Seven Valley companies drew 30% or more opposition to executive pay, and five of them reached 40% or more [9].
Director votes show the same pattern of a close middle and a wider bottom. The Valley held 148 uncontested director elections to the S&P 100's 100 [11]. Its median support trails the large-cap group by 1.3 points [22], but its weakest company average sits 7.9 points below the S&P 100's weakest [23]. Two Valley companies had at least one director who drew more against or withheld votes than for votes [12]. In an uncontested election, the survey notes, the result is subject only to any majority voting policy the company has [3].
Stockholder proposals are the part of the record most tied to company size. At the S&P 100, the fall in volume came mainly from fewer compensation and policy proposals, partly offset by more governance proposals. In the Valley, policy proposals rose slightly [13]. Fenwick's summary does not give the counts behind those changes. "As companies grow larger, it is more likely they will come into the crosshairs of stockholder activists," Bell and Grasso wrote [16]. They also wrote: "Even the smaller public companies in Silicon Valley are not immune to stockholder pressures." [17]
I'd expect the 2026 pay and director figures to hold up as a benchmark for next season better than the proposal figures. A compensation committee deciding pay design this quarter is measuring itself against votes that appear on nearly every ballot [2]. This year 139 Valley companies and 99 S&P 100 companies held say-on-pay votes [6][7]. Proposal volumes depend on rules that may change before the 2027 meetings. Bell and Grasso point to developments at the Securities and Exchange Commission that they say could reshape stockholder proposals in 2027 and beyond [24].
What to watch
- What the SEC developments flagged by Fenwick do to stockholder proposal rules for the 2027 season, and whether filings at the largest Valley companies fall as a result.
- Whether the seven Valley companies with 30% or more pay opposition in 2026 change pay design and win back support at their 2027 meetings.
- Whether the Valley's say-on-pay failure count rises again from two, or falls back toward the S&P 100's single failure.