Snowflake Inc | Majority Vote at Snowflake Inc

Status
Filed
Previous AGM date
Resolution details
Company ticker
SNOW
Resolution ask
Adopt or amend a policy
ESG theme
  • Governance
ESG sub-theme
  • Shareholder rights
Type of vote
Shareholder proposal
Filer type
Shareholder
Company sector
Technology
Company HQ country
United States
Resolved clause
RESOLVED: Snowflake, Inc. ("Company" or "Snowflake") shareholders ask our Board of Directors to initiate the appropriate process as soon as possible to amend our Company's governing documents to provide that director nominees shall be elected by the affirmative vote of the majority of votes cast at an annual meeting of shareholders, with a plurality vote standard retained for contested director elections, that is, when the number of director nominees exceeds the number of board seats.
Supporting statement
To provide shareholders with a meaningful role in director elections, our Company's current director election standard should transition from a plurality vote to a majority vote when only board-nominated candidates are on the ballot. The majority-vote standard is the most appropriate for director elections in which only board-nominated candidates appear on the ballot. A majority vote standard for board nominees may strengthen director and overall board performance. Under our Company's current voting system, a director can be elected with as few as one vote from the same director standing for election. This right is particularly important for shareholders who want to ensure that our Company's board and management refrain from practices that threaten the social and environmental systems on which diversified portfolios depend.1 With proxy access, such issues are more likely to be addressed. Vanguard, one of our largest shareholders, wrote: "If the company has plurality voting, a fund will typically vote for shareholder proposals requiring majority vote for election of directors." BlackRock wrote: "Majority voting standards assist in ensuring that directors who are not broadly supported by shareholders are not elected to serve as their representatives." Many of our other large shareholders have similar proxy voting policies. Diligent's Market Intelligence database indicates that more than 92% of S&P 500 companies have adopted majority voting for uncontested elections. Since 2021, proposals by James McRitchie on this topic have averaged 73% in favor. Majority vote elections are widely viewed as a best practice, making directors more accountable, improving performance, and increasing company value. A majority-vote standard for electing a director gives shareholders greater leverage if the director performs poorly. Our outdated governance structure reduces accountability. We should not risk Zombies on Board.2 1 https://theshareholdercommons.com/wp-content/uploads/2022/09/Climate-Change-Case-Study- FINAL.pdf 2 https://www.msci.com/www/blog-posts/zombies-on-board-investors-face/02161045315

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