GREENHILL & CO. INC. 2023-2024 Proxy Voting Records

Description as filed by funds: Proposal to adopt the Agreement and Plan of Merger, dated as of My 22, 2023 (as amended from time to time, the "Merger Agreement"), by and among Greenhill & Co., Inc. ("Greenhill"), Mizuho Americas LLC and Blanc Merger Sub, Inc. (the "Merger Agreement Proposal").

GREENHILL & CO. INC.’s own tally for this item (“1. A proposal to adopt the Merger Agreement (the "Merger Agreement Proposal")”): 13,681,254 for, 55,322 against — passed, per its Form 8-K filed August 17, 2023 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “At the Special Meeting, the Merger Agreement Proposal, the Compensation Proposal and the Adjournment Proposal were approved by the requisite vote of Greenhill's stockholders.”
Support: 99.5% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
Voting standard, as the filing states it: a supermajority of the shares outstanding (“73.05% of the voting power”).

The 32 asset managers below reported 1,762,499 for, 34,392 against.

Showing the 25 largest of 32 asset managers. All 32 are in the interactive database (link above).

Description as filed by funds: Proposal to adjourn or postpone the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting or to ensure that any supplement or amendment to the accompanying proxy statement is timely provided to holders of Greenhill common stock (the "Adjournment Proposal").

The 32 asset managers below reported 1,688,838 for, 108,053 against. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

Showing the 25 largest of 32 asset managers. All 32 are in the interactive database (link above).

Description as filed by funds: Proposal to approve on an advisory (nonbinding) basis, the compensation that may be paid or become payable to Greenhill's named executive officers that is based on or otherwise relates to the Merger Agreement and the transactions contemplated by the Merger Agreement (the "Compensation Proposal").

GREENHILL & CO. INC.’s own tally for this item (“2. A proposal to approve, on an advisory (nonbinding) basis, the compensation that may be paid or become payable to Greenhill's named executive officers that is based on or otherwise relates to the Merger Agreement and t”): 11,753,609 for, 1,201,749 against, per its Form 8-K filed August 17, 2023 (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.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 91% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports, all 32 managers: 1,401,825 for, 260,971 against, 134,095 abstained. Showing the 25 largest; every one is in the interactive database (link above).

Institutional-manager reports, all 57 managers: 2,761,416 for, 864,709 against, 560,117 abstained. Showing the 25 largest; every one is in the interactive database (link above).