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Wilson Sonsini recently issued the 2024 edition of its SV 150 Governance Report, which surveys governance practices among Silicon Valley’s largest companies. The report is full of information on topics such as board composition, demographics and governance practices, proxy statement disclosure practices, executive compensation, shareholder proposals and activist activities. Here’s what the report has to say about the prevalence of various defensive measures:

– 54% of companies had staggered boards and charter provisions requiring a supermajority vote to remove a director.
– 55% of companies had plurality voting standards for director elections
– 100% of companies allowed the board to change the number of directors
– 92% of companies permitted the board to fill vacancies
– 99% of companies had an advance notice bylaw
– 28% of companies had a proxy access bylaw
– 27% of companies permitted stockholders to call a special meeting
– 63% of companies required a supermajority vote to amend charter documents
– 96% of companies authorized a class of blank check preferred
– 82% of companies had an exclusive forum bylaw
– 63% of companies had a federal forum bylaw that applied to 1933 Act claims

Only a single company had a poison pill in place, although the prevalence of blank check preferred means that virtually all of the SV 150 have a pill on the shelf or could implement one at a moment’s notice. Less than 1% of the SV 150 companies had cumulative voting rights.

– John Jenkins