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FRANCHISE GROUP INC. 2023-2024 Proxy Voting Records

Compiled from SEC Form N-PX filings and FRANCHISE GROUP INC.’s Form 8-K, filed 2023-08-21 (Item 5.07 on EDGAR). Page generated 04 October 2026.

6Reported items
165Asset managers
660Fund votes
2023-08-17Meeting date

Proxy season: 2023-2024

Explore FRANCHISE GROUP INC. in the interactive database Compare manager voting policies

Official 2023-2024 meeting results reported by FRANCHISE GROUP INC.

These tallies are FRANCHISE GROUP INC.’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K, filed 2023-08-21 (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.

FRANCHISE GROUP INC. — official shareholder meeting results, meeting held 2023-08-17
Ballot item	For	Against	Abstain	Withheld	Broker non-votes	Outcome
Proposal 3: Merger-Related Compensation Proposal. A proposal to approve, by nonbinding, advisory vote, certain compensation arrangements for the Company's named executive officers in connection with the Merger.	26,878,386	487,706	15,273	--	--	Majority: yes
Merger Agreement Proposal, excluding the Affiliated Shares:	12,873,456	487,706	15,273	--	--	Majority: yes
(2) Adjournment Proposal:	26,398,465	973,519	9,381,000	--	--	Majority: yes
(3) Merger-Related Compensation Proposal:	25,539,590	1,739,202	102,573	--	--	Passed

Source: FRANCHISE GROUP INC., Form 8-K, filed with the SEC on 2023-08-21 — read the filing on EDGAR.

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

Each item below shows how the 165 asset managers that disclosed a FRANCHISE GROUP 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 FRANCHISE GROUP 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. To approve, by nonbinding, advisory vote, certain compensation arrangements for the Company's named executive officers in connection with the Merger (such proposal, the "Merger-Related Compensation Proposal").

SECTION 14A SAY-ON-PAY VOTES

Combines 5 wordings of this item as funds reported it.

95% fund support · no official result

FOR 95%

The 122 asset managers below cast 95% of the shares they voted on this item FOR (6,092,071 for, 312,880 against).

FOR: 6,092,071 (95.0%)AGAINST: 312,880 (4.9%)ABSTAIN: 7,308 (0.1%)

Largest asset managers voting on “To approve, by nonbinding, advisory vote, certain compensation arrangements for the Company's named executive ” at FRANCHISE GROUP INC., 2023-2024
Asset manager	For	Against	Vote
Pentwater Capital Management LP	1,624,626	0	For
Magnetar Financial LLC	831,065	0	For
State Street	600,548	0	For
BlackRock	591,348	0	For
Dimensional	374,011	0	For
Vanguard	303,584	0	For
Royce	279,373	0	For
BARDIN HILL MANAGEMENT PARTNERS LP	214,205	0	For
EHP Funds Inc.	110,000	0	For
Woodline Partners LP	98,140	0	For
Gabelli	94,200	0	For
Nuveen	0	93,261	Against
AllianceBernstein	0	88,703	Against
Calamos	72,187	0	For
TIAA	0	63,303	Against
Franklin Alternative Strategies Funds	52,864	0	For
Olympiad Research LP	52,356	0	For
New York Life	51,473	0	For
AltShares Trust	44,406	0	For
WATER ISLAND CAPITAL LLC	44,406	0	For
GARDNER LEWIS ASSET MANAGEMENT L P	44,235	0	For
WisdomTree	40,521	0	For
QUANTITATIVE MASTER SERIES LLC	39,171	0	For
MELLON INVESTMENTS Corp	34,192	0	For
Northern Trust	30,831	0	For

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

2. To adjourn the special meeting to a later date or dates if necessary or appropriate, including adjournments to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the Merger Agreement Proposal (such proposal, the "Adjournment Proposal").

CORPORATE GOVERNANCEMajority of the votes cast: yes

Combines 4 wordings of this item as funds reported it.

96% Majority: yes · of votes cast

FOR 96%

FOR: 26,398,465AGAINST: 973,519

FRANCHISE GROUP INC.’s own tally for this item (“(2) Adjournment Proposal:”): 26,398,465 for, 973,519 against, per its Form 8-K filed 2023-08-21 (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. Of all 35,191,461 outstanding shares: 75% for, 3% against (78% of the company cast a for/against vote).

The 56 asset managers below cast 91% of the shares they voted on this item FOR (1,694,980 for, 159,047 against).

FOR 91%9%

FOR: 1,694,980 (91.3%)AGAINST: 159,047 (8.6%)ABSTAIN: 2,930 (0.2%)

Largest asset managers voting on “To adjourn the special meeting to a later date or dates if necessary or appropriate, including adjournments to” at FRANCHISE GROUP INC., 2023-2024
Asset manager	For	Against	Abstain	Vote
Dimensional	310,043	0	0	For
Vanguard	286,541	0	0	For
Royce	279,291	0	0	For
BlackRock	171,816	0	0	For
State Street	0	129,830	0	Against
Calamos	72,187	0	0	For
TIAA	63,303	0	0	For
Franklin Alternative Strategies Funds	52,864	0	0	For
Charles Schwab	52,305	0	0	For
New York Life	51,473	0	0	For
AltShares Trust	44,406	0	0	For
WisdomTree	40,521	0	0	For
QUANTITATIVE MASTER SERIES LLC	39,171	0	0	For
Nushares ETF Trust	28,670	0	0	For
Gabelli	26,600	0	0	For
Lincoln Financial	3,280	21,600	0	Against
Fidelity	16,374	0	0	For
Investment Managers Series Trust II	14,700	0	0	For
ProShares	12,489	0	0	For
Northern Trust	12,172	0	0	For
Equitable	8,745	0	2,930	For
AIG/SunAmerica	10,362	0	0	For
Direxion Shares ETF Trust	10,258	0	0	For
GDL FUND	9,600	0	0	For
Pacific Life	8,550	0	0	For

Showing the 25 largest of 56 asset managers. See all 56 in the interactive database.

3. To adopt the Agreement and Plan of Merger, dated as May 10, 2023 (as it may be amended from time to time, the "Merger Agreement"), by and among Freedom VCM, Inc., a Delaware corporation ("Parent"), Freedom VCM Subco, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent ("Merger Sub"), and Franchise Group, Inc. (the "Company"), pursuant to which, among other things, Merger Sub will

EXTRAORDINARY TRANSACTIONS

Combines 5 wordings of this item as funds reported it.

100% fund support · no official result

FOR 99.8%

The 55 asset managers below cast 100% of the shares they voted on this item FOR (1,853,973 for, 0 against).

FOR: 1,853,973 (99.8%)ABSTAIN: 2,930 (0.2%)

Largest asset managers voting on “To adopt the Agreement and Plan of Merger, dated as May 10, 2023 (as it may be amended from time to time, the ” at FRANCHISE GROUP INC., 2023-2024
Asset manager	For	Abstain	Vote
Dimensional	310,043	0	For
Vanguard	286,541	0	For
Royce	279,291	0	For
BlackRock	171,816	0	For
State Street	129,830	0	For
Calamos	72,187	0	For
TIAA	63,303	0	For
Franklin Alternative Strategies Funds	52,864	0	For
Charles Schwab	52,305	0	For
New York Life	51,473	0	For
AltShares Trust	44,406	0	For
WisdomTree	40,521	0	For
QUANTITATIVE MASTER SERIES LLC	39,171	0	For
Nushares ETF Trust	28,670	0	For
Gabelli	26,600	0	For
Lincoln Financial	24,880	0	For
Fidelity	16,374	0	For
Investment Managers Series Trust II	14,700	0	For
ProShares	12,489	0	For
Northern Trust	12,172	0	For
Equitable	8,745	2,930	For
AIG/SunAmerica	10,362	0	For
Direxion Shares ETF Trust	10,258	0	For
GDL FUND	9,600	0	For
Pacific Life	8,550	0	For

Showing the 25 largest of 55 asset managers. See all 55 in the interactive database.

4. TO APPROVE, BY NONBINDING, ADVISORY VOTE, CERTAIN COMPENSATION ARRANGEMENTS FOR THE COMPANY S NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE MERGER.

SECTION 14A SAY-ON-PAY VOTESMajority of the votes cast: yes

Combines 6 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%

FOR: 26,878,386AGAINST: 487,706

FRANCHISE GROUP INC.’s own tally for this item (“Proposal 3: Merger-Related Compensation Proposal. A proposal to approve, by nonbinding, advisory vote, certain compensation arrangements for the Company's named executive officers in connection with the Merger.”): 26,878,386 for, 487,706 against, per its Form 8-K filed 2023-08-21 (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. Of all 35,191,461 outstanding shares: 76% for, 1% against (78% of the company cast a for/against vote).

The 31 asset managers below cast 99% of the shares they voted on this item FOR (1,590,486 for, 17,819 against).

FOR 99%

FOR: 1,590,486 (98.9%)AGAINST: 17,819 (1.1%)NOT VOTED: 165 (0.0%)UNKNOWN: 3 (0.0%)

Largest asset managers voting on “TO APPROVE, BY NONBINDING, ADVISORY VOTE, CERTAIN COMPENSATION ARRANGEMENTS FOR THE COMPANY S NAMED EXECUTIVE ” at FRANCHISE GROUP INC., 2023-2024
Asset manager	For	Against	Vote
GLAZER CAPITAL, LLC	1,128,716	0	For
MARSHALL WACE, LLP	212,812	0	For
Charles Schwab	104,610	0	For
Black Maple Capital Management LP	31,586	0	For
Gabelli	26,600	0	For
BANK OF AMERICA NA	26,321	0	For
Alpine Global Management, LLC	20,944	0	For
NISA INVESTMENT ADVISORS, LLC	0	11,185	Against
GDL FUND	9,600	0	For
SEI	8,013	0	For
WASHINGTON STATE INVESTMENT BOARD	4,958	0	For
PUBLIC EMPLOYEES RETIREMENT SYSTEM OF OHIO	0	4,813	Against
Neuberger Berman	4,683	0	For
STATE BOARD OF ADMINISTRATION OF FLORIDA RETIREMENT SYSTEM	3,409	0	For
CAPITAL MANAGEMENT CORP /VA	2,550	0	For
Prudential/PGIM	2,210	0	For
NEW YORK STATE COMMON RETIREMENT FUND	0	1,605	Against
Comstock Funds, Inc.	1,250	0	For
TEALWOOD ASSET MANAGEMENT INC	930	0	For
NAPLES GLOBAL ADVISORS, LLC	580	0	For
Equitable	300	0	For
BECKER CAPITAL MANAGEMENT INC	270	0	For
Advisors' Inner Circle Fund III	0	108	Against
L2 Asset Management, LLC	0	108	Against
LOS ANGELES CAPITAL MANAGEMENT LLC	108	0	For

Showing the 25 largest of 31 asset managers. See all 31 in the interactive database.

5. ADVISORY VOTE ON GOLDEN PARACHUTES

SECTION 14A SAY-ON-PAY VOTES

100% fund support · no official result

FOR 100%

The 4 asset managers below cast 100% of the shares they voted on this item FOR (5,283 for, 0 against).

FOR: 5,283 (100.0%)

Largest asset managers voting on “ADVISORY VOTE ON GOLDEN PARACHUTES” at FRANCHISE GROUP INC., 2023-2024
Asset manager	For	Vote
TIMOTHY PLAN	3,995	For
Desjardins Global Asset Management Inc.	698	For
JPMorgan	585	For
TD ASSET MANAGEMENT INC	5	For

6. To approve, by a nonbinding advisory vote, certain compensation arrangements for the Company's named executive officers in connection with the Merger (such proposal, the "Merger-Related Compensation Proposal").

SECTION 14A SAY-ON-PAY VOTES

100% fund support · no official result

FOR 100%

The 2 asset managers below cast 100% of the shares they voted on this item FOR (1,272 for, 0 against).

FOR: 1,272 (100.0%)

Largest asset managers voting on “To approve, by a nonbinding advisory vote, certain compensation arrangements for the Company's named executive” at FRANCHISE GROUP INC., 2023-2024
Asset manager	For	Against	Abstain	Withheld	Vote
Orion Porfolio Solutions, LLC	636	0	0	0	For
Orion Portfolio Solutions, LLC	636	0	0	0	For

Largest FRANCHISE GROUP INC. shareholders voting in 2023-2024

Ranked by the number of FRANCHISE GROUP INC. shares each manager voted on the most widely held ballot item of the 2023-2024 meeting, shown as a share of the 35,191,461 shares outstanding at the time of that meeting.

Top FRANCHISE GROUP INC. shareholders by shares voted, 2023-2024
#	Asset manager	% of shares outstanding
1	Pentwater Capital Management LP	4.62%
2	Magnetar Financial LLC	2.36%
3	State Street	1.71%
4	BlackRock	1.68%
5	Dimensional	1.06%
6	Vanguard	0.86%
7	Royce	0.79%
8	BARDIN HILL MANAGEMENT PARTNERS LP	0.61%
9	EHP Funds Inc.	0.31%
10	Woodline Partners LP	0.28%

Percentages above are of 35,191,461 shares outstanding, as reported by FRANCHISE GROUP INC. on its Form 10-Q dated 2023-08-03 (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 FRANCHISE GROUP INC.’s 10-Q dated 2023-08-03. This page is a static snapshot rebuilt weekly on 04 October 2026; a live search always shows the current data.

At FRANCHISE GROUP INC.'s shareholder meeting held 2023-08-17, in the 2023-2024 proxy season, 165 asset managers reported how they voted in their SEC Form N-PX filings, covering 660 separate fund positions. Their filings are grouped here into 6 reported items; because filers word the same ballot item differently, that can be more than the number of items on the ballot. FRANCHISE GROUP 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 — To approve, by nonbinding, advisory vote, certain compensation arrangements for the Company's… — the reporting funds cast 95% 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.

FRANCHISE GROUP INC. proxy season coverage: 2023-2024 (this page).