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CLOUDFLARE INC. 2023-2024 Proxy Voting Records

Compiled from SEC Form N-PX filings and CLOUDFLARE INC.’s Form 8-K, filed 2024-06-06 (Item 5.07 on EDGAR). Page generated 02 October 2026.

  • 11Reported items
  • 612Asset managers
  • 2,866Fund votes
  • 2024-06-04Meeting date

Proxy season: 2023-2024 2024-2025 2025-2026

Explore CLOUDFLARE INC. in the interactive database Compare manager voting policies

Official 2023-2024 meeting results reported by CLOUDFLARE INC.

These tallies are CLOUDFLARE INC.’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K, filed 2024-06-06 (Item 5.07, “Submission of Matters to a Vote of Security Holders”). They cover every share voted at the meeting, not just the funds that file Form N-PX.

CLOUDFLARE INC. — official shareholder meeting results, meeting held 2024-06-04
Ballot itemForAgainst AbstainWithheldBroker non-votesOutcome
Elect Director: Maria Eitel 520,872,273---- 79,887,74141,015,950 Majority: yes
Elect Director: Matthew Prince 590,000,388---- 10,759,62641,015,950 Majority: yes
Elect Director: Katrin Suder 546,306,482---- 54,453,53241,015,950 Majority: yes

Source: CLOUDFLARE INC., Form 8-K, filed with the SEC on 2024-06-06 — read the filing on EDGAR.

How asset managers voted at the CLOUDFLARE INC. 2023-2024 meeting

Each item below shows how the 612 asset managers that disclosed a CLOUDFLARE INC. vote in their SEC Form N-PX filings actually voted. Share totals are the shares those managers' funds voted, summed across every fund they report. These are reported items, not a count of the ballot: fund filings describe one ballot item in different words. Two descriptions are shown as one item only on evidence — the same text (or one cut short of the other), the same director nominee, or a match to the same row of CLOUDFLARE INC.’s own Form 8-K tally — never because they merely read alike. A description that could not be joined that way is listed on its own, so one ballot item can appear more than once.

1. Approval, on an advisory basis, of the compensation of our named executive officers.

SECTION 14A SAY-ON-PAY VOTES

Combines 10 wordings of this item as funds reported it.

48.2% fund support · no official result

FOR 48.1%AGAINST 51.8%

The 575 asset managers below cast 48.2% of the shares they voted on this item FOR (127,399,472 for, 137,169,535 against).

FOR: 127,399,472 (48.1%)AGAINST: 137,169,535 (51.8%)ABSTAIN: 9,625 (0.0%)NOT VOTED: 80,354 (0.0%)NO VOTE: 282 (0.0%)UNKNOWN: 111 (0.0%)
Largest asset managers voting on “Approval, on an advisory basis, of the compensation of our named executive officers.” at CLOUDFLARE INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Capital Group20455,086,794 00Against
Vanguard32,642,4860 00For
Morgan Stanley30,539,22912,429 00For
Fidelity24,019,7974,335,494 00For
BlackRock190,83314,037,761 00Against
BAILLIE GIFFORD OVERSEAS LTD7,941,88721,435 00For
BAILLIE GIFFORD & CO LTD7,256,5730 00For
12 West Capital Management LP5,712,5000 00For
State Street5,252,667176,052 00For
First Trust2,4304,951,339 00Against
SANDS CAPITAL MANAGEMENT, LLC04,689,141 00Against
GEODE CAPITAL MANAGEMENT, LLC04,517,606 00Against
Legal & General Investment Management Ltd02,995,328 00Against
Invesco02,849,008 00Against
Voya02,707,695 00Against
1832 Asset Management L.P.2,622,4000 00For
Polar Capital Holdings Plc02,553,289 00Against
Charles Schwab02,133,397 00Against
American Century2,092,19544,604 00For
FRANKLIN ADVISERS INC02,059,881 00Against
Transamerica1,809,0740 00For
Northern Trust1,580,185122,757 00For
T. Rowe Price01,284,249 00Against
Strategy Capital LLC01,262,573 00Against
UBS01,214,539 00Against

Showing the 25 largest of 575 asset managers. See all 575 in the interactive database.

2. Election of Class II Directors: Katrin Suder

DIRECTOR ELECTIONSMajority of the votes cast: yes

Combines 10 wordings of this item as funds reported it.

91% Majority: yes · of votes cast

FOR 91%9%
FOR: 546,306,482WITHHELD: 54,453,532

CLOUDFLARE INC.’s own tally for this item (“Elect Director: Katrin Suder”): 546,306,482 for, 54,453,532 withheld, per its Form 8-K filed 2024-06-06 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Share-of-outstanding not shown: votes cast exceed the reported share count, which usually means multiple share classes with different voting rights.

The 122 asset managers below cast 100% of the shares they voted on this item FOR (88,262,297 for, 0 against).

FOR 83%ABSTAIN 17%
FOR: 88,262,297 (83.1%)ABSTAIN: 17,934,130 (16.9%)
Largest asset managers voting on “Election of Class II Directors: Katrin Suder” at CLOUDFLARE INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard31,932,0360 00For
Capital Group26,664,3360 00For
Fidelity4,335,4940 9,109,0370Abstain
Morgan Stanley7,627,8370 4,1240For
BlackRock4,924,9780 00For
First Trust00 4,602,2270Abstain
Transamerica1,809,0740 00For
Invesco1,342,2480 00For
American Century1,077,1570 22,1570For
Charles Schwab1,057,9510 00For
Brighthouse807,9940 183,7740For
Amplify ETF Trust842,0920 00For
TIAA678,4620 00For
NEW ECONOMY FUND451,8040 00For
OLD WESTBURY FUNDS INC00 441,1070Abstain
Equitable351,1610 81,6570For
FRANKLIN STRATEGIC SERIES416,5000 00For
T. Rowe Price00 405,3820Abstain
ARK ETF Trust389,3720 00For
BAILLIE GIFFORD FUNDS387,1680 00For
BARON SELECT FUNDS00 361,7200Abstain
Columbia Threadneedle349,8660 00For
BARON INVESTMENT FUNDS TRUST (f/k/a BARON ASSET FUND)00 338,8220Abstain
Virtus329,6430 00For
TOUCHSTONE FUNDS GROUP TRUST324,7730 00For

Showing the 25 largest of 122 asset managers. See all 122 in the interactive database.

3. Election of Class II Directors: Maria Eitel

DIRECTOR ELECTIONSMajority of the votes cast: yes

Combines 10 wordings of this item as funds reported it.

87% Majority: yes · of votes cast

FOR 87%13%
FOR: 520,872,273WITHHELD: 79,887,741

CLOUDFLARE INC.’s own tally for this item (“Elect Director: Maria Eitel”): 520,872,273 for, 79,887,741 withheld, per its Form 8-K filed 2024-06-06 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Share-of-outstanding not shown: votes cast exceed the reported share count, which usually means multiple share classes with different voting rights.

The 122 asset managers below cast 100% of the shares they voted on this item FOR (79,783,046 for, 0 against).

FOR 75%ABSTAIN 25%
FOR: 79,783,046 (75.1%)ABSTAIN: 26,412,751 (24.9%)
Largest asset managers voting on “Election of Class II Directors: Maria Eitel” at CLOUDFLARE INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard31,932,0360 00For
Capital Group26,664,3360 00For
Fidelity237,9450 13,206,5860Abstain
Morgan Stanley7,627,8370 4,1240For
BlackRock4,924,9780 00For
First Trust00 4,602,2270Abstain
Transamerica1,809,0740 00For
Invesco00 1,342,2480Abstain
American Century1,077,1570 22,1570For
Charles Schwab00 1,057,9510Abstain
Brighthouse805,3910 186,3770For
Amplify ETF Trust842,0920 00For
TIAA00 678,4620Abstain
NEW ECONOMY FUND451,8040 00For
OLD WESTBURY FUNDS INC00 441,1070Abstain
Equitable351,1610 81,6570For
FRANKLIN STRATEGIC SERIES00 416,5000Abstain
T. Rowe Price00 405,3820Abstain
ARK ETF Trust389,3720 00For
BAILLIE GIFFORD FUNDS387,1680 00For
BARON SELECT FUNDS00 361,7200Abstain
Columbia Threadneedle349,8660 00For
BARON INVESTMENT FUNDS TRUST (f/k/a BARON ASSET FUND)00 338,8220Abstain
Virtus329,4400 2030For
TOUCHSTONE FUNDS GROUP TRUST324,7730 00For

Showing the 25 largest of 122 asset managers. See all 122 in the interactive database.

4. Election of Class II Directors: Matthew Prince

DIRECTOR ELECTIONSMajority of the votes cast: yes

Combines 9 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%
FOR: 590,000,388WITHHELD: 10,759,626

CLOUDFLARE INC.’s own tally for this item (“Elect Director: Matthew Prince”): 590,000,388 for, 10,759,626 withheld, per its Form 8-K filed 2024-06-06 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Share-of-outstanding not shown: votes cast exceed the reported share count, which usually means multiple share classes with different voting rights.

The 121 asset managers below cast 100% of the shares they voted on this item FOR (105,478,791 for, 0 against).

FOR 99.3%
FOR: 105,478,791 (99.3%)ABSTAIN: 711,136 (0.7%)
Largest asset managers voting on “Election of Class II Directors: Matthew Prince” at CLOUDFLARE INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard31,932,0360 00For
Capital Group26,664,3360 00For
Fidelity13,444,5310 00For
Morgan Stanley7,627,8370 4,1240For
BlackRock4,924,9780 00For
First Trust4,602,2270 00For
Transamerica1,809,0740 00For
Invesco1,342,2480 00For
American Century1,099,3140 00For
Charles Schwab1,057,9510 00For
Brighthouse990,8680 9000For
Amplify ETF Trust842,0920 00For
TIAA678,4620 00For
NEW ECONOMY FUND451,8040 00For
OLD WESTBURY FUNDS INC441,1070 00For
Equitable432,8180 00For
FRANKLIN STRATEGIC SERIES416,5000 00For
T. Rowe Price405,3820 00For
ARK ETF Trust389,3720 00For
BAILLIE GIFFORD FUNDS387,1680 00For
BARON SELECT FUNDS361,7200 00For
Columbia Threadneedle00 349,8660Abstain
BARON INVESTMENT FUNDS TRUST (f/k/a BARON ASSET FUND)338,8220 00For
Virtus329,6430 00For
TOUCHSTONE FUNDS GROUP TRUST324,7730 00For

Showing the 25 largest of 121 asset managers. See all 121 in the interactive database.

5. Ratification of the appointment of KPMG LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2024.

AUDIT-RELATED

Combines 3 wordings of this item as funds reported it.

99.9% fund support · no official result

FOR 99.9%

The 93 asset managers below cast 99.9% of the shares they voted on this item FOR (99,841,548 for, 1,047 against).

FOR: 99,841,548 (100.0%)AGAINST: 1,047 (0.0%)ABSTAIN: 10,900 (0.0%)
Largest asset managers voting on “Ratification of the appointment of KPMG LLP as our independent registered public accounting firm for our fisca” at CLOUDFLARE INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard28,403,2870 00For
Capital Group26,664,3360 00For
Fidelity13,444,5310 00For
Morgan Stanley7,631,9610 00For
BlackRock4,924,9780 00For
First Trust4,602,2270 00For
Transamerica1,809,0740 00For
Invesco1,342,2480 00For
American Century1,099,3140 00For
Charles Schwab1,057,9510 00For
Brighthouse990,8680 9000For
TIAA678,4620 00For
NEW ECONOMY FUND451,8040 00For
OLD WESTBURY FUNDS INC441,1070 00For
Equitable432,8180 00For
FRANKLIN STRATEGIC SERIES416,5000 00For
T. Rowe Price405,3820 00For
BARON SELECT FUNDS361,7200 00For
Columbia Threadneedle349,8660 00For
BARON INVESTMENT FUNDS TRUST (f/k/a BARON ASSET FUND)338,8220 00For
Virtus329,4400 00For
ADVISORS' INNER CIRCLE FUND304,3280 00For
DWS281,2420 00For
Voya246,1160 00For
PIONEER SERIES TRUST II201,9510 00For

Showing the 25 largest of 93 asset managers. See all 93 in the interactive database.

6. Ratification of the appointment of KPMG LLP as our independent registered public accounting firm for our the fiscal year ending December 31, 2024

AUDIT-RELATED

86% fund support · no official result

FOR 86%AGAINST 14%

The 35 asset managers below cast 86% of the shares they voted on this item FOR (5,480,687 for, 899,063 against).

FOR: 5,480,687 (85.9%)AGAINST: 899,063 (14.1%)
Largest asset managers voting on “Ratification of the appointment of KPMG LLP as our independent registered public accounting firm for our the f” at CLOUDFLARE INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard3,528,7490 00For
Amplify ETF Trust0842,092 00Against
ARK ETF Trust389,3720 00For
BAILLIE GIFFORD FUNDS387,1680 00For
TOUCHSTONE FUNDS GROUP TRUST324,7730 00For
Jackson National259,3290 00For
John Hancock239,5630 00For
Bridge Builder Trust85,6400 00For
Listed Funds Trust77,0960 00For
JPMorgan47,5560 00For
TRUST FOR PROFESSIONAL MANAGERS30,2140 00For
Jacob Funds Inc.26,3030 00For
Innovator ETFs Trust021,603 00Against
FIRSTHAND FUNDS020,000 00Against
Ultimus Managers Trust015,308 00Against
HARBOR FUNDS13,1750 00For
Tidal ETF Trust11,2010 00For
Allianz10,0010 00For
Investment Managers Series Trust II8,0030 00For
Calamos6,0110 00For
Harbor ETF Trust5,7410 00For
Northern Lights Fund Trust IV5,6820 00For
WILSHIRE MUTUAL FUNDS INC4,1840 00For
ETF Series Solutions4,0600 00For
EA Series Trust3,6070 00For

Showing the 25 largest of 35 asset managers. See all 35 in the interactive database.

7. Advisory Vote to Ratify Named Executive Officers' Compensation

SECTION 14A SAY-ON-PAY VOTES

6% fund support · no official result

AGAINST 94%

The 20 asset managers below cast 6% of the shares they voted on this item FOR (73,876 for, 1,244,756 against).

FOR: 73,876 (5.6%)AGAINST: 1,244,756 (94.4%)
Largest asset managers voting on “Advisory Vote to Ratify Named Executive Officers' Compensation” at CLOUDFLARE INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
APG Asset Management US Inc.0445,279 00Against
Desjardins Global Asset Management Inc.0347,541 00Against
STOREBRAND ASSET MANAGEMENT AS0109,706 00Against
FJARDE AP-FONDEN /FOURTH SWEDISH NATIONAL PENSION FUND70,8280 00For
TD ASSET MANAGEMENT INC070,078 00Against
JPMorgan056,563 00Against
Cardano Risk Management B.V.052,375 00Against
Tredje AP-fonden048,672 00Against
EFG Asset Management (North America) Corp.034,345 00Against
Regime de rentes du Mouvement Desjardins030,967 00Against
Vinva Investment Management Ltd027,683 00Against
NORDEA INVESTMENT MANAGEMENT AB019,921 00Against
OSSIAM3,0390 00For
Empirical Financial Services, LLC d.b.a. Empirical Wealth Ma0750 00Against
Symmetry Panoramic Trust0528 00Against
Virtus0203 00Against
Manitou Investment Management Ltd.0125 00Against
Northern Lights Fund Trust IV020 00Against
Balentine LLC90 00For
OARSMAN CAPITAL, INC.00 00--

8. Ratify Appointment of Independent Auditors

AUDIT-RELATED

Combines 2 wordings of this item as funds reported it.

72% fund support · no official result

FOR 72%AGAINST 28%

The 4 asset managers below cast 72% of the shares they voted on this item FOR (274 for, 105 against).

FOR: 274 (72.3%)AGAINST: 105 (27.7%)
Largest asset managers voting on “Ratify Appointment of Independent Auditors” at CLOUDFLARE INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Virtus2030 00For
ZIMMERMANN INVESTMENT MANAGEMENT & PLANNING LLC0105 00Against
DOCK STREET ASSET MANAGEMENT INC510 00For
Northern Lights Fund Trust IV200 00For

9. DIRECTOR

DIRECTOR ELECTIONS

100% fund support · no official result

FOR 100%

The 4 asset managers below cast 100% of the shares they voted on this item FOR (16,304 for, 0 against).

FOR: 16,304 (100.0%)
Largest asset managers voting on “DIRECTOR” at CLOUDFLARE INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
RBB FUND, INC.15,7680 00For
Gabelli3000 00For
HOWLAND CAPITAL MANAGEMENT LLC1700 00For
Boltwood Capital Management660 00For

10. 14A Executive Compensation

SECTION 14A SAY-ON-PAY VOTES

99.9% fund support · no official result

FOR 99.9%

The 3 asset managers below cast 99.9% of the shares they voted on this item FOR (2,269 for, 1 against).

FOR: 2,269 (100.0%)AGAINST: 1 (0.0%)
Largest asset managers voting on “14A Executive Compensation” at CLOUDFLARE INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
ASPIRIANT, LLC2,1640 00For
ZIMMERMANN INVESTMENT MANAGEMENT & PLANNING LLC1050 00For
Baker Avenue Asset Management, LP01 00Against

11. Election of Class II Directors

OTHER

All nominees (reported as one line). These filers reported the election of directors as a single line covering every nominee. It is not attributed to any one director, and no share total is shown for it.

100% fund support · no official result

FOR 79%ABSTAIN 21%

The 3 asset managers below cast 100% of the shares they voted on this item FOR.

FOR: 78.6%ABSTAIN: 21.4%
Largest asset managers voting on “Election of Class II Directors” at CLOUDFLARE INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
FIRSTHAND FUNDS20,0000 00For
Northern Lights Fund Trust IV00 5,6820Abstain
Berkeley Capital Partners, LLC8280 00For

Largest CLOUDFLARE INC. shareholders voting in 2023-2024

Ranked by the number of CLOUDFLARE INC. shares each manager voted on the most widely held ballot item of the 2023-2024 meeting, shown as a share of the 338,583,000 shares outstanding at the time of that meeting.

Top CLOUDFLARE INC. shareholders by shares voted, 2023-2024
#Asset manager % of shares outstanding
1Capital Group 16.27%
2Vanguard 9.64%
3Morgan Stanley 9.02%
4Fidelity 8.37%
5BlackRock 4.20%
6BAILLIE GIFFORD OVERSEAS LTD 2.35%
7BAILLIE GIFFORD & CO LTD 2.14%
812 West Capital Management LP 1.69%
9State Street 1.60%
10First Trust 1.46%

Reported CLOUDFLARE INC. ownership

Positions disclosed to the SEC on Schedules 13D and 13G, Form 13F and the company’s own proxy statement (DEF 14A).

CLOUDFLARE INC. beneficial owners on record for the 2023-2024 proxy season
Holder % outstanding Disclosure
Vanguard Group 9.54% 13F
Matthew Prince 9.00% 13G
BlackRock 6.68% 13F
Morgan Stanley 5.61% 13F
FMR (Fidelity) 3.91% 13F
JPMorgan Chase 3.12% 13F
State Street 1.84% 13F
Geode Capital 1.33% 13F
Norges Bank 0.84% 13F
Citadel Advisors 0.82% 13F

Percentages above are of 338,583,000 shares outstanding, as reported by CLOUDFLARE INC. on its Form 10-Q dated 2024-03-31 (see the filing on EDGAR). This is the count contemporaneous with the 2023-2024 meeting, so the percentages are the ones that were true then, not ones restated against today’s share count.

About this page

Every figure above is derived from filings made with the US Securities and Exchange Commission: Form N-PX, in which registered investment companies and institutional managers disclose how they voted every proxy, and Form 8-K Item 5.07, in which the company reports its own meeting results. Shares outstanding are taken from CLOUDFLARE INC.’s 10-Q dated 2024-03-31. This page is a static snapshot rebuilt weekly on 02 October 2026; a live search always shows the current data.

At CLOUDFLARE INC.'s shareholder meeting held 2024-06-04, in the 2023-2024 proxy season, 612 asset managers reported how they voted in their SEC Form N-PX filings, covering 2,866 separate fund positions. Their filings are grouped here into 11 reported items; because filers word the same ballot item differently, that can be more than the number of items on the ballot. CLOUDFLARE INC.'s own Form 8-K tally for this meeting is published below, but no row in it could be matched to the most widely held item, so this page states no certified outcome for that item. On that item — Approval, on an advisory basis, of the compensation of our named executive officers. — the reporting funds cast 48.2% of the shares they voted in favour (FOR divided by FOR plus AGAINST, the conventional basis for proxy support; abstentions, broker non-votes and unvoted shares are excluded because none of them took a side). That is the aggregate of those managers' own N-PX disclosures, not the company's certified result, and the funds are a subset of all shareholders.

CLOUDFLARE INC. proxy season coverage: 2023-2024 (this page) · 2024-2025 · 2025-2026.