Snowflake 2026. Our proposal to require that candidates for director be elected by a majority of the vote if unopposed is one of several items to be voted on before or during the annual meeting on June 29, 2026, at 9 a.m. Pacific time. Attend the annual meeting online. 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 Directors to be Elected by Majority Vote. 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.
View the Proxy Statement via the SEC’s EDGAR system (look for DEF 14A) or on CapEdge, which offers many free tools. In this case, I much prefer the CapEdge version of the proxy, since you can easily save it as a PDF, whereas that isn’t easy using EDGAR.
Snowflake Inc. provides a cloud-based data platform for various organizations in the United States and internationally. The company’s platform includes artificial intelligence (AI) Data Cloud, which enables customers to consolidate data into a single source of truth to drive meaningful business insights, build data applications, and share data and data products, as well as applies AI for solving business problems
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 2026 ISS Rating
Snowflake Inc.’s ISS Governance QualityScore as of June 4, 2026 is 10. The pillar scores are Audit: 4; Board: 10; Shareholder Rights: 8; Compensation: 10. 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.
Unpaid Product Endorsements
Diligent Market Intelligence has the best tools for looking up voting records and bylaw characteristics, determining how vulnerable companies are on specific issues, and deciding which proposals might be most productive, etc. Diligent, for example, flags Snowflake’s valuation, profitability, director support, remuneration support, and director tenure, compared to the S&P 500.
I vote using my own proxy voting policy through iconikapp. Some funds announced their votes in advance. Most funds that do announce in advance do so about five days before the meeting date.
Sign up for the iconik/AYS app or directly with iconik to automate voting for all your proxies in line with human values. In about two minutes, you’ll vote for all your proxies according to values that balance environmental, social, governance, and profitability considerations. More information is available at Free Proxy Advisor 
From As You Sow & Iconikapp.
I also look at the coverage provided by Free Float Analytics, The Center for Active Stewardship, and Nell Minow’s coverage at ValueEdge Advisors, as well as many others. Free Float, for example, rates the Snowflake board as “Totalitarian,” with Benoit Dageville holding 62% of the board’s influence among 11 members.
Snowflake 2026: 5 Years of Underperformance
Below is a chart showing 5 years of underperformance. Over the last five years, the NASDAQ and S&P 500 have risen 85.66% and 75.40%, respectively. Snowflake has risen 0.32%.
Snowflake 2026: Proxy Access Presentation
(Snowflake allowed 3 minutes).
Proposal 4 — Majority Vote for Director Elections
I ask you to support a simple democratic principle: Directors should earn the support of the majority.
The Board argues plurality voting prevents “failed elections.” But let’s examine that claim.
More than 92% of S&P 500 companies use a majority voting standard for uncontested elections. Those companies continue to function, continue to recruit highly qualified directors, and continue to satisfy stock exchange rules.
What majority voting changes is not stability; but accountability.
The Board says vacancies could create uncertainty. Yet the proposal specifically calls for orderly transitions and the expedited appointment of replacement directors.
Directors who can’t win majority support should not automatically continue, simply because replacing them may be difficult.
The Board also argues that shareholders have the right to withhold votes but under plurality voting, withholding votes has no practical effect. A director can lose all but one vote and still remain seated. That isn’t meaningful accountability.
The Board warns about “single-issue activists.” Yet the real issue is whether shareholders—the actual owners of our company—should have a meaningful voice in director elections.
Shareholders are not outsiders. We are not intruders. We are the owners.
Accountability is especially important at Snowflake.
Our company is at the center of
- artificial intelligence,
- cybersecurity,
- and enterprise data governance.
The proxy repeatedly emphasizes trust, governance, oversight, and responsible leadership.
If governance matters, then shareholder voting should matter.
The Board says its nomination process is rigorous. But no nomination process should substitute for shareholder approval.
In 2024, 78% of shares voted in favor of my proposal to declassify the Board. The Board then recommended an amendment in 2025 which passed with 99% of the vote.
Let’s repeat that process. Even highly qualified directors should earn the confidence of shareholders.
A vote FOR Proposal 4 is a vote for accountability.
A vote FOR Proposal 4 is a vote for modern governance.
And a vote FOR Proposal 4 is a vote to ensure that directors serve shareholders, not just themselves.
Thank you.
Vote FOR Proposal 4, proxy access
Snowflake: Vote for Proposal 4, Require Directors to Win a Majority of the Vote (the song) – and Music for a Democratic Corporate Governance
Snowflake 2026: Notice of Exempt Solicitation Pursuant to Rule 14a-103
Notice of Exempt Solicitation (SNOW) Pursuant to Rule 14a-103
Registrant: Snowflake Inc. (SNOW), AGM June 29, 2026, 9:00 AM, Pacific
Person relying on exemption: James McRitchie, SNOW shareholder since 2020
Contact: jm@corpgov.net
These written materials are submitted pursuant to Rule 14a-6(g)(1) promulgated under the Securities Exchange Act of 1934. James McRitcie does not beneficially own more than $5 million of the class of subject securities, and this notice of exempt solicitation is therefore being provided on a voluntary basis. This is not a solicitation of authority to vote your proxy. Please DO NOT send me your proxy card; the shareholder is not able to vote your proxies, nor does this communication contemplate such an event. The shareholder asks all shareholders to vote in accordance with the procedural instructions provided in the proxy materials.
This exempt solicitation is made by James McRitchie, beneficial owner of shares of Snowflake, Inc. (“Snowflake” or the “Company”), in support of Proposal 4, requesting that directors in uncontested elections be elected by majority vote rather than plurality vote. Shareholders are urged to vote FOR Proposal 4.
Snowflake, Inc. Vote FOR Proposal 4 — Majority Vote for Director Elections
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.
This proposal provides that a director who receives less than a majority vote be removed as soon as a qualified replacement director can be appointed on an expedited basis. If a removed director has key experience, we prefer that they transition to a consulting role or a director emeritus role, especially if they previously failed to secure a majority vote. With written justification, the board can set an effective date several years into the future for these changes to take effect.
Directors Should Earn Shareholder Support
Under Snowflake’s current plurality voting system, a director in an uncontested election can remain on the board even after failing to receive support from a majority of shares.
If adopted, proposal 4 would modernize Snowflake’s governance by requiring directors in uncontested elections to receive majority shareholder support while retaining plurality voting for contested elections.
This requested reform reflects the prevailing governance standard among major U.S. public companies. More than 92% of S&P 500 companies already use majority voting in uncontested director elections.
Snowflake increasingly stands among a shrinking minority preserving a governance structure that weakens shareholder accountability and shareholder value.
Rebuttal to the Board’s Opposition
“Failed Elections” Are Not a Governance Crisis
The Board argues that majority voting could result in “failed elections” and board vacancies, creating uncertainty or regulatory complications. This argument exaggerates both the frequency and severity of the concern. If majority voting truly threatened corporate stability, over 92% of S&P 500 companies would not have adopted it.
Failed elections are rare because directors who maintain shareholder confidence generally receive majority support. When directors fail to receive majority support, that outcome itself communicates an important governance signal.
The Board’s argument effectively reduces to this: Directors should remain in office even after losing shareholder confidence because replacing them might be inconvenient.
That is not persuasive. Moreover, Proposal 4 expressly allows flexibility regarding implementation timing and orderly replacement transitions.
Withhold Votes Without Consequences Are Weak Accountability
The Board argues that shareholders can already withhold votes or nominate alternative candidates. But under plurality voting, withholding votes frequently has no practical effect. A director may fail to receive support from most shareholders and still continue serving.
Meaningful elections require consequences. Otherwise, shareholder voting is meaningless symbolism. Majority voting offers a moderate accountability mechanism, far less disruptive than contested elections.
“Single-Issue Activists” Is a Misleading Label
The Board warns that majority voting could empower “single-issue activists.” That framing attempts to delegitimize shareholder participation itself.
Large institutional investors, pension funds, governance professionals, and ordinary diversified investors routinely support majority voting because they view it as fundamental to board accountability. Majority voting is not a fringe proposal. It is mainstream governance reform supported across the institutional investment community. The Board’s concern also overlooks an obvious reality: If directors retain broad shareholder support, “vote-no” campaigns fail.
Majority voting does not empower activists, since contested elections revert to a plurality standard. Majority voting empowers long-term shareholders collectively.
A Rigorous Nomination Process Does Not Replace Shareholder Approval
The Board emphasizes its extensive nomination procedures and director qualifications. No one disputes that many directors possess impressive credentials. But governance is not merely about selecting talented people internally.
Corporate governance requires accountability to owners. A board should not become self-validating—where directors determine among themselves who remains qualified regardless of shareholder sentiment. Even highly accomplished directors should periodically earn majority shareholder support.
Why This Proposal Matters at Snowflake
Snowflake presents itself as a leader in artificial intelligence, cybersecurity, enterprise infrastructure, and data governance.
The company repeatedly emphasizes:
- trust,
- governance,
- oversight,
- long-term strategic execution,
- and responsible risk management.
Those principles apply to boards as well. The more consequential the company’s strategic role becomes, the more important meaningful shareholder accountability becomes.
This proposal helps ensure that directors remain responsive to the owners whose capital they steward.
Conclusion
More than 78% of shares voted in favor of my proposal to declassify the Board at Snowflake in 2024. In 2025, the Board recommended a declassification amendment to the Company’s Certificate of Incorporation. It passed with 99% of the vote.
Plurality voting is increasingly outdated. Majority voting has become the accepted governance standard because it balances stability with accountability.
Proposal 4 does not create instability.
It does not eliminate director flexibility.
It does not affect contested elections.
It simply requires directors in uncontested elections to earn majority shareholder support. That is a reasonable expectation.
Please vote FOR Proposal 4 — Majority Vote for Director Elections.
Collaborate with CorpGov.net on Social Media (or Leave a Reply at the bottom)
Linkedin
BlueSky
Facebook
Mastodon
Substack
X (formerly Twitter)
Posts Related to Snowflake Inc. or Majority Vote Proposals
Majority Vote Requirements for Directors: Become an Advocate
Comments are closed.