Snowflake 2024

Snowflake 2024 Proxy Votes – Declassify the Board

Snowflake 2024 Proxy Votes. James McRitchie’s proposal for the annual election of all directors is one of several items to be voted on before or during the Snowflake Inc. (SNOW) annual meeting on July 2, 2024, at 9 a.m. Pacific time. Attend the annual meeting online or in person. I suggest you vote in advance. However, you can also vote during the meeting with your control number IF voting isn’t cut off right after all proposals have been presented.

Vote  FOR #4 Declassify the Board of Directors and other items as indicated below. Note: If you vote online and leave blanks, those blanks will be filled in, not as abstentions, but as if you had voted as the Board recommends. That’s not exactly democratic corporate governance.

I voted with 33% of the Board’s recommendations. You can view the Proxy Statement via the SEC’s EDGAR system (look for DEF 14A) or on LEXexamples or CapEdge, which offer many free tools.

Snowflake Inc. provides a cloud-based data platform for various organizations in the United States and internationally.

The Shareholder CommonsRead Warnings. Good corporate governance generally results in better profits and a better society. However, I don’t prioritize profits over our natural environment and human needs, especially when companies externalize costs. (see The Shareholder Commons) I take a systems approach.

Snowflake 2024 ISS Rating

Snowflake Inc.’s ISS Governance QualityScore as of June 1, 2024 is 9. The pillar scores are Audit: 3; Board: 10; Shareholder Rights: 7; Compensation: 9. Corporate governance scores courtesy of Institutional Shareholder Services (ISS). Scores indicate decile rank relative to index or region. A decile score of 1 indicates lower governance risk, while a 10 indicates higher governance risk.

Snowflake 2024: How We Voted

ItemEgan-Jones Votes
1A-1C – Election of DirectorsFOR ALLFOR Ullal; AGAINST Dageville and Garrett
2 – Advisory Vote to Approve the Compensation of the Named Executive OfficersFORAGAINST
3 – Ratification of the Appointment of Independent AuditorsAGAINSTFOR
4 – Shareholder Proposal: Declassification of the Board of DirectorsFORFOR

Snowflake 2024: Considerations and RecommendationsDiligent logo

Diligent Market Intelligence has the best tools for looking up voting records and bylaw characteristics, determining how vulnerable companies are on what issues, deciding what proposals might be most productive, etc. I was helped with my voting advice from Egan-Jones and my proxy voting policy through iconikapp. Some funds announced their votes in advance.


Free Proxy Advisor From As You Sow & IconikappSign up for the iconik/AYS app to automate voting for all your proxies according to human values. In about two minutes, you’ll vote for all your proxies according to values that balance environment, social, governance, and profitability. More information is available at Free Proxy Advisor From As You Sow & Iconikapp. I have a more customized version, so your results with may differ. I am also beginning to look more at the coverage provided by Free Float Analytics. Free Float AnalyticsIconikapp

Snowflake 2024: Directors

I mostly agreed with Calvert and voted Against Dageville and Garrett. Dageville because the company does not provide ethnic diversity data for the board on either the aggregate or individual levels. Against Governance Committee member Mark Garrett, given the board’s failure to remove, or subject to a sunset requirement, the supermajority vote requirement to enact certain changes to the governing documents and the classified board structure, each of which adversely impacts shareholder rights. I voted For Ullal in part because she is a woman and women are underrepresented on Snowflake’s board. Additionally, Ullal is rated considerably higher than the other directors by Free Float Analytics, given her experience at other companies. They recorded this podcast after my post, which gives me some pause regarding my director votes. However, I think I’ll stick with my posted analysis.

Snowflake 2024: Board Items #2-3

I voted AGAINST the pay package for named executive officers, based on a policy I established through iconikapp, of voting against golden parachutes and/or automatically renewing compensation. I also don’t think pay reflects performance.

Vote For the Auditor. Egan-Jones notes that, over time, many are essentially captured. They are troubled when a company contracts with the same firm for over seven years. Snowflake’s auditor has been PricewaterhouseCoopers LLP for 16 years. That’s on the borderline for me, but not as serious as the items I oppose.

Snowflake 2024: Item #4 Declassify the Board of Directors

James McRitchie, the publisher of, submitted this Proposal.  This straightforward proposal is crucial for our company’s success: elect all our directors annually.

The Board argues that three-year terms are necessary to attract top-tier directors. But the claim does not hold up. 90% of S&P 500 companies have declassified boards and continue to attract exceptional directors. A director’s willingness to stand for election every year is a testament to their commitment and confidence in their own performance.

Our current board’s reluctance to adopt annual elections raises concerns. For instance, one recently received less than 74% of the vote despite being unopposed. This indicates a lack of confidence among shareholders. Additionally, some funds are voting against all our directors due to insufficient board diversity. ISS has given our board its lowest rating. Free Float Analytics notes that Jayshree Oolal, with a superabundance of skills and experience, holds only 8% of the board’s influence. Women on our board appear to have far less influence than their male counterparts. That’s unacceptable.

Annual elections are widely recognized as best practice. They enhance director accountability, improve company performance, and increase shareholder value. BlackRock, Vanguard, and State Street, as well as proxy advisors, support declassifying boards, Shareholder resolutions on this topic typically pass with substantial margins.

Consider this: Since October 2020, the Nasdaq has risen by 58%, while our stock has plummeted 49%. Studies consistently show that classified boards can diminish a company’s value by making directors less effective and management more entrenched. Conversely, declassified boards are associated with higher returns and better performance.

Market reactions to board declassification announcements are generally positive. Investors appreciate the increased accountability and the potential for improved performance. A rising share price, or at least one that does not significantly underperform the market, is a far more effective way to attract top-notch board members than offering three-year terms.

In conclusion, making our directors more accountable to shareholders through annual elections is a step towards better governance and enhanced company performance. I urge you to vote FOR proposal #4. Do it now before they close the polls.

Snowflake 2024: The Vote

It is nice to see our proposal to declassify the board win by a substantial margin, as reported below by Diligent.

Snowflake Votes 2024 AGM

Snowflake 2025: Mark Your Calendar

To be considered for inclusion in next year’s proxy statement, stockholder proposals submitted pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended (Exchange Act), must be submitted in writing to our Secretary at Suite 3A, 106 East Babcock Street, Bozeman, Montana 59715, Attention: Secretary. Such proposals must be received by us by the close of business (5:00 p.m., Mountain Time) on January 22, 2025 and must comply with the requirements of Rule 14a-8. The submission of a stockholder proposal does not guarantee that it will be included in the proxy statement.


Snowflake 2024: Related Posts

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