Top image: U.S. Securities and Exchange Commission headquarters. Photo: AgnosticPreachersKid / CC BY-SA 3.0 via Wikimedia Commons

Boardroom drama in Silicon Valley usually arrives as a proxy fight, a fired CEO or a lawsuit. The most consequential governance story of the fall may be quieter: a federal proposal that would remove the main tool ordinary shareholders use to press companies on everything from executive pay to climate disclosure.

The context comes from Fenwick & West’s annual review of proxy season results, summarized Oct. 6 on the Harvard Law School Forum on Corporate Governance by Fenwick partner David Bell and counsel Wendy Grasso. The survey compares the 150 largest public technology and life sciences companies in Silicon Valley, the “SV 150,” with the S&P 100.

Management is winning more often

By most measures, Valley boards had a comfortable year. The median of average support for directors in uncontested elections was 95.1% at SV 150 companies. Average say-on-pay support rose to 89.2%, up from 88.4% in 2025 and 87.3% in 2024, though two of the 139 companies holding say-on-pay votes failed them. Opposition of 30% or more to executive pay showed up at seven companies, down from 12 the year before.

Shareholder proposals, meanwhile, grew slightly in number but lost ground in support. Average support for all stockholder proposals at SV 150 companies slipped from 18.0% to 17.1%, even as it rose at S&P 100 companies, from 12.5% to 16.2%. The internal shifts are striking: average support for compensation proposals at Valley companies collapsed from 22.5% to 7.3%, and support for policy proposals fell from 9.2% to 4.6%. Governance proposals were the exception, climbing from 29.8% to 33.2%.

The most common topics in the SV 150, the right to call special meetings, anti-discrimination and diversity, environmental and sustainability issues, and human rights, produced a combined zero wins. Only five stockholder proposals passed at SV 150 companies all season, though that was up from two in 2025. The survey also found that most proposals target the region’s largest companies; the top 15 firms by revenue in the SV 150 have an average market capitalization of $1.1 trillion.

The rule that may disappear

The bigger change is coming from Washington. According to Fenwick’s summary, the Securities and Exchange Commission stepped back in November 2025 from issuing substantive views on whether companies could exclude most shareholder proposals, made that hands-off posture permanent in August 2026, and on Sept. 16, 2026, proposed rescinding Rule 14a-8 altogether.

Rule 14a-8 is the federal mechanism that requires companies to include qualifying shareholder proposals in their proxy materials. Without it, the question of whether shareholders can force a proposal onto the ballot would fall to state law and each company’s own governing documents. The SEC argues the rule exceeds its statutory authority and that its original justifications have not held up, noting that in 2025 only about 7% of submitted proposals and 11% of those voted on won majority support. The proposal is in a 60-day comment period and, Fenwick writes, “is widely expected to face legal challenges.”

The proposed rules would also let companies use discretionary voting authority on shareholder proposals raised at a meeting but left out of the proxy statement, subject to stockholders’ ability to opt out.

What it means for the Valley

For the companies headquartered between Palo Alto and San Jose, the practical effect could be large. The precatory proposal, a nonbinding resolution filed by a pension fund, an activist investor or a single determined shareholder, has been one of the few ways outside voices reach the boards of trillion-dollar firms. Even when such proposals fail, the ability to file one has given investors leverage in private engagement with management.

Viewed over a longer arc, the data show shareholder pressure in the Valley moving away from social and pay issues and toward the structure of power itself: who can call meetings, who chairs the board, who can act by written consent. At S&P 100 companies, independent-chair proposals jumped to 31 from just eight in 2025, and written-consent proposals rose from three to 13. If the SEC succeeds, those structural fights won’t end. They will move into corporate charters, bylaws and state courts, where companies controlled by founders or dual-class shareholders hold the strongest hand.

The 2027 proxy season will be the first test. Until then, the most important governance vote in Silicon Valley may be the one taking place in the SEC’s comment file.

*Source: Fenwick & West LLP, “Silicon Valley and S&P 100: A Comparison of 2026 Proxy Season Results,” via the Harvard Law School Forum on Corporate Governance (Oct. 6, 2026). Fenwick’s full report is available here.*