INNOVATE CORP. 2023-2024 Proxy Voting Records

Description as filed by funds: Election of Directors: Amy M. Wilkinson

INNOVATE CORP.’s own tally for this item (“Elect Director: Amy M. Wilkinson”): 57,380,247 for, 718,303 against, per its Form 8-K filed June 20, 2024 (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: 99% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 25 asset managers below reported 4,057,397 for.

Description as filed by funds: Election of Directors: Avram A. Glazer

INNOVATE CORP.’s own tally for this item (“Elect Director: Avram A. Glazer”): 56,081,412 for, 2,133,336 against, per its Form 8-K filed June 20, 2024 (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: 96% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 25 asset managers below reported 3,816,221 for, 241,176 against.

Description as filed by funds: Election of Directors: Brian S. Goldstein

INNOVATE CORP.’s own tally for this item (“Elect Director: Brian S. Goldstein”): 57,162,965 for, 935,058 against, per its Form 8-K filed June 20, 2024 (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: 98% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 25 asset managers below reported 4,007,227 for, 50,170 against.

Description as filed by funds: Election of Directors: Warren H. Gfeller

INNOVATE CORP.’s own tally for this item (“Elect Director: Warren H. Gfeller”): 57,244,535 for, 908,388 against, per its Form 8-K filed June 20, 2024 (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: 98% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 25 asset managers below reported 4,007,227 for, 50,170 against.

Description as filed by funds: To approve an amendment to the Company's Second Amended and Restated Certificate of Incorporation, as amended (the "Certificate of Incorporation"), to provide for exculpation of certain officers of the Company as permitted by recent amendments to Delaware law (the "Officer Exculpation Proposal").

INNOVATE CORP.’s own tally for this item (“3. Approval of Amendment to the Company's Second Amended and Restated Certificate of Incorporation, as amended, to provide for exculpation of certain officers of the Company as permitted by recent amendments to Delaware ”): 56,017,052 for, 4,297,571 against — passed, per its Form 8-K filed June 20, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Proposal 3: Approval of Amendment to the Company's Second Amended and Restated Certificate of Incorporation, as amended, to provide for exculpation of certain officers of the Company as permitted by recent amendments to Delaware law The stockholders voted to approve the amendment to the Certificate…”
Support: 93% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 25 asset managers below reported 3,862,115 for, 195,282 against.

Description as filed by funds: To approve an amendment to the Certificate of Incorporation to increase the number of authorized shares of the Common Stock from 160,000,000 to 250,000,000 shares (the "Authorized Share Proposal").

INNOVATE CORP.’s own tally for this item (“4. Approval of Amendment to Company's Second Amended and Restated Certificate of Incorporation, as amended, to increase the number of authorized shares of the Company's common stock, par value $0.001”): 58,329,834 for, 9,613,140 against — passed, per its Form 8-K filed June 20, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Proposal 4: Approval of Amendment to Company's Second Amended and Restated Certificate of Incorporation, as amended, to increase the number of authorized shares of the Company's common stock, par value $0.001 The stockholders voted to approve the amendment to the Company's Second Amended and Restat…”
Support: 86% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 25 asset managers below reported 47,472 for, 3,527,691 against, 482,234 abstained.

Description as filed by funds: To approve an amendment to the Certificate of Incorporation, to effect a reverse stock split of each outstanding share of Common Stock by a ratio of any whole number between 1-for-2 and 1-for-10, at any time prior to December 31, 2024, with the exact ratio to be set within that range at the discretion of our Board of Directors, without further approval or authorization of our stockholders (the "Reverse Stock Split Proposal").

INNOVATE CORP.’s own tally for this item (“5. Approval of Amendment to Company's Second Amended and Restated Certificate of Incorporation, as amended, to effect a reverse stock split of our outstanding shares of Common Stock”): 69,492,409 for, 3,616,259 against — passed, per its Form 8-K filed June 20, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Proposal 5: Approval of Amendment to Company's Second Amended and Restated Certificate of Incorporation, as amended, to effect a reverse stock split of our outstanding shares of Common Stock The stockholders voted to approve the amendment to the Company's Second Amended and Restated Certificate of …”
Support: 95% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 25 asset managers below reported 4,057,397 for.

Description as filed by funds: To approve the conversion of 31,285.7265 shares of the Company's Series C Non-Voting Participating Convertible Preferred Stock, par value $0.001 per share (the "Series C Preferred Stock") into Common Stock in connection with the Rights Offering, to the extent that the issuance of Common Stock upon conversion of such shares of Series C Preferred Stock requires approval under the rules and regulations of the NYSE (the "Rights Offering Proposal").

INNOVATE CORP.’s own tally for this item (“8. Approval of conversion of 31,285.7265 shares of the Series C Preferred Stock into Common Stock in connection with the Rights Offering”): 58,981,160 for, 1,863,954 against — passed, per its Form 8-K filed June 20, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Proposal 8: Approval of conversion of 31,285.7265 shares of the Series C Preferred Stock into Common Stock in connection with the Rights Offering The stockholders voted to approve the conversion of 31,285.7265 shares of the Series C Preferred Stock into Common Stock in connection with the Rights Of…”
Support: 97% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 25 asset managers below reported 4,013,327 for, 44,070 against.

Description as filed by funds: To approve an amendment to the INNOVATE Corp. Second Amended and Restated 2014 Omnibus Equity Award Plan to increase the number of shares of Common Stock available for issuance thereunder (the "Second A&R 2014 Plan Proposal").

INNOVATE CORP.’s own tally for this item (“6. Approval of Amendment to Second Amended and Restated 2014 Omnibus Equity Award Plan to increase the number of shares of Common Stock available for issuance thereunder”): 59,386,238 for, 1,186,960 against — passed, per its Form 8-K filed June 20, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Proposal 6: Approval of Amendment to Second Amended and Restated 2014 Omnibus Equity Award Plan to increase the number of shares of Common Stock available for issuance thereunder The stockholders voted to approve the amendment to the Second Amended and Restated 2014 Omnibus Equity Award Plan to inc…”
Support: 98% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 25 asset managers below reported 4,057,397 for.

Description as filed by funds: To approve the vesting on July 25, 2024, the first anniversary of the date on which his employment with the Company began, of restricted stock unit and stock option awards granted to our Interim Chief Executive Officer (the "Equity Award Vesting Proposal").

INNOVATE CORP.’s own tally for this item (“7. Approval of vesting on July 25, 2024, the first anniversary of the date on which his employment with the Company began, of restricted stock unit and stock option awards granted to our Interim Chief Executive Officer”): 58,947,700 for, 1,072,039 against — passed, per its Form 8-K filed June 20, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Proposal 7: Approval of vesting on July 25, 2024, the first anniversary of the date on which his employment with the Company began, of restricted stock unit and stock option awards granted to our Interim Chief Executive Officer The stockholders voted to approve the vesting on July 25, 2024, the fir…”
Support: 98% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 25 asset managers below reported 4,057,397 for.

Description as filed by funds: To approve, on a non-binding, advisory basis, the compensation of our named executive officers (the "Say on Pay Vote").

INNOVATE CORP.’s own tally for this item (“2. Approval, on a non-binding, advisory basis, of the compensation of the Company's named executive officers ("Say on Pay Vote")”): 55,982,851 for, 1,817,694 against — passed, per its Form 8-K filed June 20, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Proposal 2: Approval, on a non-binding, advisory basis, of the compensation of the Company's named executive officers ("Say on Pay Vote") The stockholders voted to approve the non-binding, advisory proposal on the compensation of the Company's named executive officers.”
Support: 97% 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 25 managers: 3,933,808 for, 123,589 against.

Institutional-manager reports, all 47 managers: 5,547,062 for, 283,341 against. Showing the 25 largest; every one is in the interactive database (link above).

Description as filed by funds: To ratify the appointment of BDO USA, P.C. as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024 (the "Accounting Firm Proposal").

INNOVATE CORP.’s own tally for this item (“9. Ratification of the appointment of BDO USA, P.C., as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024”): 70,756,117 for, 2,351,000 against — passed, per its Form 8-K filed June 20, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “The stockholders voted to ratify the appointment of BDO USA, P.C., as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024.”
Support: 97% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 25 asset managers below reported 4,057,397 for.