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CLOUDFLARE INC. 2024-2025 Proxy Voting Records

Compiled from SEC Form N-PX filings and CLOUDFLARE INC.’s Form 8-K, filed 2025-06-09 (Item 5.07 on EDGAR). Page generated 02 October 2026.

13Reported items
726Asset managers
3,506Fund votes
2025-06-05Meeting date

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

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

Official 2024-2025 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 2025-06-09 (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 2025-06-05
Ballot item	For	Against	Abstain	Withheld	Broker non-votes	Outcome
Elect Director: Stacey Cunningham	577,439,996	--	--	2,818,870	34,431,856	Majority: yes
Elect Director: Mark Hawkins	574,499,568	--	--	5,759,298	34,431,856	Majority: yes
Elect Director: Carl Ledbetter	548,951,342	--	--	31,307,524	34,431,856	Majority: yes

Source: CLOUDFLARE INC., Form 8-K, filed with the SEC on 2025-06-09 — read the filing on EDGAR.

How asset managers voted at the CLOUDFLARE INC. 2024-2025 meeting

Each item below shows how the 726 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

Meeting held 2025-06-05.

Combines 5 wordings of this item as funds reported it.

67% fund support · no official result

FOR 67%AGAINST 33%

The 672 asset managers below cast 67% of the shares they voted on this item FOR (193,666,441 for, 94,611,511 against).

FOR: 193,666,441 (67.2%)AGAINST: 94,611,511 (32.8%)ABSTAIN: 49,352 (0.0%)NOT VOTED: 13,301 (0.0%)NO VOTE: 5 (0.0%)

Largest asset managers voting on “APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.” at CLOUDFLARE INC., 2024-2025
Asset manager	For	Against	Abstain	Vote
Capital Group	129	67,174,573	0	Against
Vanguard	35,789,042	3,330	0	For
Fidelity	27,297,273	0	0	For
Morgan Stanley	24,817,492	0	0	For
BlackRock	15,691,430	2,401,521	0	For
BAILLIE GIFFORD OVERSEAS LTD	7,198,897	0	0	For
BAILLIE GIFFORD & CO LTD	6,315,914	0	0	For
State Street	5,440,022	103,999	0	For
GEODE CAPITAL MANAGEMENT, LLC	5,299,041	0	0	For
American Century	4,994,571	0	0	For
First Trust	4,544,836	0	0	For
SANDS CAPITAL MANAGEMENT, LLC	0	3,933,860	0	Against
FRANKLIN ADVISERS INC	0	3,308,670	0	Against
Charles Schwab	2,662,848	527	0	For
Invesco	2,500,950	0	0	For
Legal & General Investment Management Ltd	28,192	2,370,151	0	Against
Voya	2,383,340	0	0	For
BAILLIE GIFFORD & CO	2,137,267	0	0	For
1832 Asset Management L.P.	2,065,678	0	0	For
Northern Trust	1,608,614	17,755	0	For
Transamerica	1,503,552	0	0	For
Franklin Custodian Funds	0	1,500,000	0	Against
T. Rowe Price	1,446,800	0	0	For
PICTET ASSET MANAGEMENT SA	1,151,246	0	0	For
Brighthouse	1,126,026	1,900	900	For

Showing the 25 largest of 672 asset managers. See all 672 in the interactive database.

2. Ratification of the appointment of KPMG LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2025.

AUDIT-RELATED

Meeting held 2025-06-05.

Combines 4 wordings of this item as funds reported it.

99.4% fund support · no official result

FOR 99.4%

The 134 asset managers below cast 99.4% of the shares they voted on this item FOR (122,974,642 for, 651,808 against).

FOR: 122,974,642 (99.5%)AGAINST: 651,808 (0.5%)ABSTAIN: 10,900 (0.0%)NOT VOTED: 374 (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., 2024-2025
Asset manager	For	Against	Abstain	Vote
Vanguard	34,486,695	0	0	For
Capital Group	32,319,743	0	0	For
Fidelity	13,752,145	0	0	For
BlackRock	7,530,717	0	0	For
Morgan Stanley	6,194,918	0	0	For
First Trust	4,148,805	0	0	For
American Century	2,212,784	0	0	For
Transamerica	1,503,552	0	0	For
Franklin Custodian Funds	1,500,000	0	0	For
Charles Schwab	1,282,954	0	0	For
Invesco	1,143,855	0	0	For
Brighthouse	1,127,926	0	900	For
JPMorgan	1,027,920	0	0	For
Lord Abbett	863,078	0	0	For
CARILLON SERIES TRUST	750,538	0	0	For
TIAA	713,759	0	0	For
Waddell & Reed	687,929	0	0	For
Amplify ETF Trust	0	631,780	0	Against
Jackson National	539,321	0	0	For
FRANKLIN STRATEGIC SERIES	524,056	0	0	For
T. Rowe Price	454,450	0	0	For
NEW ECONOMY FUND	449,839	0	0	For
BARON INVESTMENT FUNDS TRUST (f/k/a BARON ASSET FUND)	428,135	0	0	For
TOUCHSTONE FUNDS GROUP TRUST	427,482	0	0	For
Victory Capital	420,004	0	0	For

Showing the 25 largest of 134 asset managers. See all 134 in the interactive database.

3. Election of Class III directors: Carl Ledbetter

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2025-06-05.

Combines 10 wordings of this item as funds reported it.

95% Majority: yes · of votes cast

FOR 95%

FOR: 548,951,342WITHHELD: 31,307,524

CLOUDFLARE INC.’s own tally for this item (“Elect Director: Carl Ledbetter”): 548,951,342 for, 31,307,524 withheld, per its Form 8-K filed 2025-06-09 (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 134 asset managers below cast 100% of the shares they voted on this item FOR (119,348,917 for, 0 against).

FOR 96%

FOR: 119,348,917 (96.5%)ABSTAIN: 4,335,050 (3.5%)NOT VOTED: 374 (0.0%)

Largest asset managers voting on “Election of Class III directors: Carl Ledbetter” at CLOUDFLARE INC., 2024-2025
Asset manager	For	Abstain	Vote
Vanguard	34,483,368	3,327	For
Capital Group	32,319,743	0	For
Fidelity	13,752,145	0	For
BlackRock	7,530,717	0	For
Morgan Stanley	6,189,866	5,052	For
First Trust	4,148,805	0	For
American Century	2,212,784	0	For
Transamerica	1,503,552	0	For
Franklin Custodian Funds	0	1,500,000	Abstain
Charles Schwab	1,282,691	263	For
Invesco	1,143,855	0	For
Brighthouse	1,126,026	2,800	For
JPMorgan	1,027,920	0	For
Lord Abbett	863,078	0	For
CARILLON SERIES TRUST	750,538	0	For
TIAA	713,759	0	For
Waddell & Reed	687,929	0	For
Amplify ETF Trust	0	631,780	Abstain
Jackson National	536,781	2,540	For
FRANKLIN STRATEGIC SERIES	0	524,056	Abstain
T. Rowe Price	454,450	0	For
NEW ECONOMY FUND	449,839	0	For
BARON INVESTMENT FUNDS TRUST (f/k/a BARON ASSET FUND)	428,135	0	For
TOUCHSTONE FUNDS GROUP TRUST	427,482	0	For
Victory Capital	420,004	0	For

Showing the 25 largest of 134 asset managers. See all 134 in the interactive database.

4. Election of Class III directors: Mark Hawkins

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2025-06-05.

Combines 10 wordings of this item as funds reported it.

99.0% Majority: yes · of votes cast

FOR 99.0%

FOR: 574,499,568WITHHELD: 5,759,298

CLOUDFLARE INC.’s own tally for this item (“Elect Director: Mark Hawkins”): 574,499,568 for, 5,759,298 withheld, per its Form 8-K filed 2025-06-09 (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 134 asset managers below cast 100% of the shares they voted on this item FOR (123,039,210 for, 0 against).

FOR 99.4%

FOR: 123,039,210 (99.5%)ABSTAIN: 644,756 (0.5%)NOT VOTED: 374 (0.0%)

Largest asset managers voting on “Election of Class III directors: Mark Hawkins” at CLOUDFLARE INC., 2024-2025
Asset manager	For	Abstain	Vote
Vanguard	34,486,695	0	For
Capital Group	32,319,743	0	For
Fidelity	13,752,145	0	For
BlackRock	7,530,717	0	For
Morgan Stanley	6,189,866	5,052	For
First Trust	4,148,805	0	For
American Century	2,212,784	0	For
Transamerica	1,503,552	0	For
Franklin Custodian Funds	1,500,000	0	For
Charles Schwab	1,282,954	0	For
Invesco	1,143,855	0	For
Brighthouse	1,127,926	900	For
JPMorgan	1,027,920	0	For
Lord Abbett	863,078	0	For
CARILLON SERIES TRUST	750,538	0	For
TIAA	713,759	0	For
Waddell & Reed	687,929	0	For
Amplify ETF Trust	631,780	0	For
Jackson National	539,321	0	For
FRANKLIN STRATEGIC SERIES	524,056	0	For
T. Rowe Price	454,450	0	For
NEW ECONOMY FUND	449,839	0	For
BARON INVESTMENT FUNDS TRUST (f/k/a BARON ASSET FUND)	428,135	0	For
TOUCHSTONE FUNDS GROUP TRUST	427,482	0	For
Victory Capital	420,004	0	For

Showing the 25 largest of 134 asset managers. See all 134 in the interactive database.

5. Election of Class III directors: Stacey Cunningham

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2025-06-05.

Combines 10 wordings of this item as funds reported it.

99.5% Majority: yes · of votes cast

FOR 99.5%

FOR: 577,439,996WITHHELD: 2,818,870

CLOUDFLARE INC.’s own tally for this item (“Elect Director: Stacey Cunningham”): 577,439,996 for, 2,818,870 withheld, per its Form 8-K filed 2025-06-09 (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 134 asset managers below cast 100% of the shares they voted on this item FOR (122,500,648 for, 0 against).

FOR 99.0%

FOR: 122,500,648 (99.0%)ABSTAIN: 1,183,318 (1.0%)NOT VOTED: 374 (0.0%)

Largest asset managers voting on “Election of Class III directors: Stacey Cunningham” at CLOUDFLARE INC., 2024-2025
Asset manager	For	Abstain	Vote
Vanguard	34,486,695	0	For
Capital Group	32,319,743	0	For
Fidelity	13,752,145	0	For
BlackRock	7,530,717	0	For
Morgan Stanley	6,194,918	0	For
First Trust	4,148,805	0	For
American Century	2,212,784	0	For
Transamerica	1,503,552	0	For
Franklin Custodian Funds	1,500,000	0	For
Charles Schwab	1,282,954	0	For
Invesco	0	1,143,855	Abstain
Brighthouse	1,127,926	900	For
JPMorgan	1,027,920	0	For
Lord Abbett	863,078	0	For
CARILLON SERIES TRUST	750,538	0	For
TIAA	713,759	0	For
Waddell & Reed	687,929	0	For
Amplify ETF Trust	631,780	0	For
Jackson National	539,321	0	For
FRANKLIN STRATEGIC SERIES	524,056	0	For
T. Rowe Price	454,450	0	For
NEW ECONOMY FUND	449,839	0	For
BARON INVESTMENT FUNDS TRUST (f/k/a BARON ASSET FUND)	428,135	0	For
TOUCHSTONE FUNDS GROUP TRUST	427,482	0	For
Victory Capital	420,004	0	For

Showing the 25 largest of 134 asset managers. See all 134 in the interactive database.

6. Advisory Vote to Ratify Named Executive Officers' Compensation

SECTION 14A SAY-ON-PAY VOTES

Meeting held 2025-06-05.

95% fund support · no official result

FOR 95%

The 24 asset managers below cast 95% of the shares they voted on this item FOR (2,696,341 for, 137,852 against).

FOR: 2,696,341 (95.1%)AGAINST: 137,852 (4.9%)

Largest asset managers voting on “Advisory Vote to Ratify Named Executive Officers' Compensation” at CLOUDFLARE INC., 2024-2025
Asset manager	For	Against	Vote
JPMorgan	1,644,147	0	For
APG Asset Management US Inc.	666,034	0	For
STOREBRAND ASSET MANAGEMENT AS	151,276	0	For
Cardano Risk Management B.V.	0	79,374	Against
TD ASSET MANAGEMENT INC	77,802	0	For
Desjardins Global Asset Management Inc.	0	44,229	Against
NORDEA INVESTMENT MANAGEMENT AB	40,818	0	For
EFG Asset Management (North America) Corp.	31,153	0	For
Jasper Ridge Partners, L.P.	27,835	0	For
Vinva Investment Management Ltd	21,440	0	For
GuideStone	21,427	0	For
Regime de rentes du Mouvement Desjardins	0	10,363	Against
Metzler Asset Management GmbH	6,015	0	For
Wilshire Advisors LLC	4,418	0	For
OSSIAM	0	3,279	Against
ESSEX INVESTMENT MANAGEMENT CO LLC	2,132	0	For
TD Waterhouse Canada Inc.	1,492	0	For
Empirical Financial Services, LLC d.b.a. Empirical Wealth Ma	0	607	Against
Manitou Investment Management Ltd.	125	0	For
Northern Lights Variable Trust	99	0	For
Northern Lights Fund Trust	91	0	For
Coyle Financial Counsel LLC	18	0	For
Plato Investment Management Ltd	12	0	For
Colony Family Offices, LLC	7	0	For

7. 14A Executive Compensation

SECTION 14A SAY-ON-PAY VOTES

Meeting held 2025-06-05.

Combines 2 wordings of this item as funds reported it.

99.5% fund support · no official result

FOR 99.5%

The 7 asset managers below cast 99.5% of the shares they voted on this item FOR (20,624 for, 86 against).

FOR: 20,624 (99.6%)AGAINST: 86 (0.4%)

Largest asset managers voting on “14A Executive Compensation” at CLOUDFLARE INC., 2024-2025
Asset manager	For	Against	Vote
Green Alpha Advisors, LLC	17,255	0	For
Focus Partners Wealth	2,281	70	For
IMA Advisory Services, Inc.	996	0	For
Simplify Exchange Traded Funds	85	0	For
VOISARD ASSET MANAGEMENT GROUP, INC.	0	15	Against
MQS Management LLC	7	0	For
Baker Avenue Asset Management, LP	0	1	Against

8. DIRECTOR

DIRECTOR ELECTIONS

Meeting held 2025-06-05.

100% fund support · no official result

FOR 100%

The 4 asset managers below cast 100% of the shares they voted on this item FOR (54,375 for, 0 against).

FOR: 54,375 (100.0%)

Largest asset managers voting on “DIRECTOR” at CLOUDFLARE INC., 2024-2025
Asset manager	For	Vote
DAVIS-REA LTD.	45,000	For
BOSUN ASSET MANAGEMENT, LLC	7,325	For
Tidal Trust III	1,850	For
BRANDYWINE OAK PRIVATE WEALTH LLC	200	For

9. Election of Directors

DIRECTOR ELECTIONS

Meeting held 2025-06-05.

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.

Combines 2 wordings of this item as funds reported it.

100% fund support · no official result

FOR 100%

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

FOR: 100.0%

Largest asset managers voting on “Election of Directors” at CLOUDFLARE INC., 2024-2025
Asset manager	For	Vote
William Allan Corp	100	For
Simplify Exchange Traded Funds	85	For
VOISARD ASSET MANAGEMENT GROUP, INC.	15	For

10. Ratify Appointment of Independent Auditors

AUDIT-RELATED

Meeting held 2025-06-05.

100% fund support · no official result

FOR 100%

The 3 asset managers below cast 100% of the shares they voted on this item FOR (79,474 for, 0 against).

FOR: 79,474 (100.0%)

Largest asset managers voting on “Ratify Appointment of Independent Auditors” at CLOUDFLARE INC., 2024-2025
Asset manager	For	Vote
Cardano Risk Management B.V.	79,374	For
Simplify Exchange Traded Funds	85	For
VOISARD ASSET MANAGEMENT GROUP, INC.	15	For

11. Ratify KPMG LLP as Auditors

AUDIT-RELATED

Meeting held 2025-06-05.

100% fund support · no official result

FOR 100%

The 3 asset managers below cast 100% of the shares they voted on this item FOR (21,617 for, 0 against).

FOR: 21,617 (100.0%)

Largest asset managers voting on “Ratify KPMG LLP as Auditors” at CLOUDFLARE INC., 2024-2025
Asset manager	For	Vote
GuideStone	21,427	For
Northern Lights Variable Trust	99	For
Northern Lights Fund Trust	91	For

12. SECTION 14A SAY-ON-PAY VOTES

SECTION 14A SAY-ON-PAY VOTES

Meeting held 2025-06-05.

Combines 2 wordings of this item as funds reported it.

100% fund support · no official result

FOR 100%

The 2 asset managers below cast 100% of the shares they voted on this item FOR (551 for, 0 against).

FOR: 551 (100.0%)

Largest asset managers voting on “SECTION 14A SAY-ON-PAY VOTES” at CLOUDFLARE INC., 2024-2025
Asset manager	For	Against	Abstain	Withheld	Vote
SWEENEY & MICHEL, LLC	500	0	0	0	For
Lido Advisors, LLC	51	0	0	0	For

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

SECTION 14A SAY-ON-PAY VOTES

Meeting held 2024-06-04 (outside the 2024-2025 season's 1 July to 30 June window; reported in this season's filings).

Combines 2 wordings of this item as funds reported it.

0% fund support · no official result

AGAINST 100%

The 2 asset managers below cast 0% of the shares they voted on this item FOR (0 for, 106 against).

AGAINST: 106 (100.0%)

Largest asset managers voting on “Approval, on an advisory basis, of the compensation of our named executive officers.” at CLOUDFLARE INC., 2024-2025
Asset manager	For	Against	Abstain	Withheld	Vote
COLDSTREAM CAPITAL MANAGEMENT INC	0	106	0	0	Against
Echo45 Advisors LLC	0	0	0	0	--

Largest CLOUDFLARE INC. shareholders voting in 2024-2025

Ranked by the number of CLOUDFLARE INC. shares each manager voted on the most widely held ballot item of the 2024-2025 meeting, shown as a share of the 345,723,000 shares outstanding at the time of that meeting.

Top CLOUDFLARE INC. shareholders by shares voted, 2024-2025
#	Asset manager	% of shares outstanding
1	Capital Group	19.43%
2	Vanguard	10.35%
3	Fidelity	7.90%
4	Morgan Stanley	7.18%
5	BlackRock	5.23%
6	BAILLIE GIFFORD OVERSEAS LTD	2.08%
7	BAILLIE GIFFORD & CO LTD	1.83%
8	State Street	1.60%
9	GEODE CAPITAL MANAGEMENT, LLC	1.53%
10	American Century	1.44%

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 2024-2025 proxy season
Holder	% outstanding	Disclosure
Vanguard Group	8.92%	13F
Matthew Prince	7.62%	13G
Capital World Investors	6.66%	13G
Morgan Stanley	6.23%	13F
BlackRock	6.05%	13F
BAILLIE GIFFORD & CO	4.87%	13G
FMR (Fidelity)	4.05%	13F
State Street	1.90%	13F
Geode Capital	1.52%	13F
Franklin Templeton	1.00%	13F

Percentages above are of 345,723,000 shares outstanding, as reported by CLOUDFLARE INC. on its Form 10-Q dated 2025-03-31 (see the filing on EDGAR). This is the count contemporaneous with the 2024-2025 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 2025-03-31. 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 2025-06-05, in the 2024-2025 proxy season, 726 asset managers reported how they voted in their SEC Form N-PX filings, covering 3,506 separate fund positions. Their filings are grouped here into 13 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 67% 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 · 2024-2025 (this page) · 2025-2026.