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Compiled from SEC Form N-PX filings and INSTRUCTURE HOLDINGS INC.’s Form 8-K, filed 2024-05-23 (Item 5.07 on EDGAR). Page generated 02 October 2026.
Proxy season: 2023-2024
Explore INSTRUCTURE HOLDINGS INC. in the interactive database Compare manager voting policies
These tallies are INSTRUCTURE HOLDINGS INC.’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K, filed 2024-05-23 (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.
| Ballot item | For | Against | Abstain | Withheld | Broker non-votes | Outcome |
|---|---|---|---|---|---|---|
| Elect Director: Steve Daly | 131,623,543 | -- | -- | 5,019,913 | 3,473,296 | Majority: yes |
| Elect Director: Brian Jaffee | 125,905,921 | -- | -- | 10,737,535 | 3,473,296 | Majority: yes |
| Elect Director: Lloyd "Buzz" Waterhouse | 136,113,924 | -- | -- | 529,532 | 3,473,296 | Majority: yes |
| Proposal 2: Proposal to approve, by an advisory vote, the compensation of the Company's named executive officers, as disclosed in the Company's Definitive Proxy Statement filed with the U.S. Securities and Exchange Commission on April 22, 2024 ("say-on-pay"). | 134,970,126 | 1,666,581 | 6,749 | -- | 3,473,296 | Majority: yes |
| Proposal 3: Proposal to ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the year ending December 31, 2024. The appointment of Ernst & Young LLP as the Company's independent registered public accoun | 139,867,891 | 243,750 | 5,111 | -- | -- | Majority: yes |
Source: INSTRUCTURE HOLDINGS INC., Form 8-K, filed with the SEC on 2024-05-23 — read the filing on EDGAR.
Each item below shows how the 146 asset managers that disclosed a INSTRUCTURE HOLDINGS 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.
Combines 14 wordings of this item as funds reported it.
99% Majority: yes · of votes cast
INSTRUCTURE HOLDINGS INC.’s own tally for this item (“Proposal 2: Proposal to approve, by an advisory vote, the compensation of the Company's named executive officers, as disclosed in the Company's Definitive Proxy Statement filed with the U.S. Securities and Exchange Commi”): 134,970,126 for, 1,666,581 against, per its Form 8-K filed 2024-05-23 (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 145,927,863 outstanding shares: 92% for, 1% against (94% of the company cast a for/against vote).
The 145 asset managers below cast 99% of the shares they voted on this item FOR. Fund share totals are not shown for this item: fund-reported shares overlap across filings (an adviser and the funds it manages can each report the same shares), and here their sum exceeds the total votes cast at the meeting.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| THOMA BRAVO, L.P. | 122,065,804 | 0 | 0 | 0 | For |
| MACQUARIE INVESTMENT MANAGEMENT BUSINESS TRUST | 2,428,310 | 0 | 0 | 0 | For |
| Vanguard | 2,152,649 | 0 | 0 | 0 | For |
| Delaware/Macquarie | 1,567,703 | 0 | 0 | 0 | For |
| Allspring | 1,129,519 | 0 | 0 | 0 | For |
| Fidelity | 352,839 | 600,000 | 0 | 0 | Against |
| BlackRock | 942,257 | 0 | 0 | 0 | For |
| State Street | 558,992 | 1,406 | 0 | 0 | For |
| Crescent Park Management, L.P. | 500,795 | 0 | 0 | 0 | For |
| Waddell & Reed | 486,313 | 0 | 0 | 0 | For |
| GEODE CAPITAL MANAGEMENT, LLC | 378,260 | 0 | 0 | 0 | For |
| Citadel | 301,507 | 0 | 0 | 0 | For |
| Charles Schwab | 296,156 | 0 | 0 | 0 | For |
| Amundi | 0 | 290,540 | 0 | 0 | Against |
| Point72 | 188,491 | 0 | 0 | 0 | For |
| UBS | 0 | 166,728 | 0 | 0 | Against |
| Guardian Variable Products Trust | 162,475 | 0 | 0 | 0 | For |
| AXA Investment Managers Paris | 0 | 150,801 | 0 | 0 | Against |
| Northern Trust | 148,299 | 6 | 0 | 0 | For |
| Dimensional | 138,754 | 0 | 0 | 0 | For |
| MCMORGAN & CO LLC | 47,383 | 87,700 | 0 | 0 | Against |
| PCJ Investment Counsel Ltd. | 112,180 | 0 | 0 | 0 | For |
| Goldman Sachs | 110,993 | 0 | 0 | 0 | For |
| MARSHALL WACE, LLP | 0 | 109,146 | 0 | 0 | Against |
| Summit Creek Advisors LLC | 103,742 | 0 | 0 | 0 | For |
Showing the 25 largest of 145 asset managers. See all 145 in the interactive database.
Combines 3 wordings of this item as funds reported it.
96% Majority: yes · of votes cast
INSTRUCTURE HOLDINGS INC.’s own tally for this item (“Elect Director: Steve Daly”): 131,623,543 for, 5,019,913 withheld, per its Form 8-K filed 2024-05-23 (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 145,927,863 outstanding shares: 90% for, 3% withheld (94% of the company cast a for/withheld vote).
The 46 asset managers below cast 100% of the shares they voted on this item FOR (3,509,618 for, 0 against).
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 2,114,570 | 0 | 0 | 0 | For |
| Delaware/Macquarie | 0 | 0 | 1,567,703 | 0 | Abstain |
| Waddell & Reed | 0 | 0 | 486,313 | 0 | Abstain |
| Allspring | 0 | 0 | 470,403 | 0 | Abstain |
| BlackRock | 388,023 | 0 | 0 | 0 | For |
| Fidelity | 351,960 | 0 | 0 | 0 | For |
| Guardian Variable Products Trust | 0 | 0 | 162,475 | 0 | Abstain |
| Charles Schwab | 148,078 | 0 | 0 | 0 | For |
| State Street | 135,840 | 0 | 2,854 | 0 | For |
| Dimensional | 0 | 0 | 79,916 | 0 | Abstain |
| Ivy Variable Insurance Portfolios | 0 | 0 | 79,355 | 0 | Abstain |
| Russell Investments | 68,001 | 0 | 0 | 0 | For |
| TIAA | 0 | 0 | 57,605 | 0 | Abstain |
| Equitable | 50,148 | 0 | 0 | 0 | For |
| GuideStone | 0 | 0 | 46,152 | 0 | Abstain |
| Advisors' Inner Circle Fund III | 43,956 | 0 | 0 | 0 | For |
| Goldman Sachs | 43,045 | 0 | 0 | 0 | For |
| QUANTITATIVE MASTER SERIES LLC | 37,118 | 0 | 0 | 0 | For |
| NEXPOINT FUNDS I | 25,000 | 0 | 0 | 0 | For |
| PACE SELECT ADVISORS TRUST | 0 | 0 | 20,530 | 0 | Abstain |
| Lincoln Financial | 16,700 | 0 | 2,280 | 0 | For |
| WisdomTree | 18,627 | 0 | 0 | 0 | For |
| RENAISSANCE CAPITAL GREENWICH FUNDS | 12,270 | 0 | 0 | 0 | For |
| Jackson National | 8,453 | 0 | 3,304 | 0 | For |
| Global X | 10,142 | 0 | 0 | 0 | For |
Showing the 25 largest of 46 asset managers. See all 46 in the interactive database.
Combines 3 wordings of this item as funds reported it.
92% Majority: yes · of votes cast
INSTRUCTURE HOLDINGS INC.’s own tally for this item (“Elect Director: Brian Jaffee”): 125,905,921 for, 10,737,535 withheld, per its Form 8-K filed 2024-05-23 (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 145,927,863 outstanding shares: 86% for, 7% withheld (94% of the company cast a for/withheld vote).
The 46 asset managers below cast 100% of the shares they voted on this item FOR (472,642 for, 0 against).
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 0 | 0 | 2,114,570 | 0 | Abstain |
| Delaware/Macquarie | 0 | 0 | 1,567,703 | 0 | Abstain |
| Waddell & Reed | 0 | 0 | 486,313 | 0 | Abstain |
| Allspring | 0 | 0 | 470,403 | 0 | Abstain |
| BlackRock | 0 | 0 | 388,023 | 0 | Abstain |
| Fidelity | 351,960 | 0 | 0 | 0 | For |
| Guardian Variable Products Trust | 0 | 0 | 162,475 | 0 | Abstain |
| Charles Schwab | 0 | 0 | 148,078 | 0 | Abstain |
| State Street | 1,006 | 0 | 137,688 | 0 | Abstain |
| Dimensional | 0 | 0 | 79,916 | 0 | Abstain |
| Ivy Variable Insurance Portfolios | 0 | 0 | 79,355 | 0 | Abstain |
| Russell Investments | 0 | 0 | 68,001 | 0 | Abstain |
| TIAA | 0 | 0 | 57,605 | 0 | Abstain |
| Equitable | 0 | 0 | 50,148 | 0 | Abstain |
| GuideStone | 0 | 0 | 46,152 | 0 | Abstain |
| Advisors' Inner Circle Fund III | 43,956 | 0 | 0 | 0 | For |
| Goldman Sachs | 0 | 0 | 43,045 | 0 | Abstain |
| QUANTITATIVE MASTER SERIES LLC | 0 | 0 | 37,118 | 0 | Abstain |
| NEXPOINT FUNDS I | 25,000 | 0 | 0 | 0 | For |
| PACE SELECT ADVISORS TRUST | 0 | 0 | 20,530 | 0 | Abstain |
| Lincoln Financial | 0 | 0 | 18,980 | 0 | Abstain |
| WisdomTree | 18,627 | 0 | 0 | 0 | For |
| RENAISSANCE CAPITAL GREENWICH FUNDS | 12,270 | 0 | 0 | 0 | For |
| Jackson National | 8,453 | 0 | 3,304 | 0 | For |
| Global X | 0 | 0 | 10,142 | 0 | Abstain |
Showing the 25 largest of 46 asset managers. See all 46 in the interactive database.
Combines 3 wordings of this item as funds reported it.
99.6% Majority: yes · of votes cast
INSTRUCTURE HOLDINGS INC.’s own tally for this item (“Elect Director: Lloyd "Buzz" Waterhouse”): 136,113,924 for, 529,532 withheld, per its Form 8-K filed 2024-05-23 (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 145,927,863 outstanding shares: 93% for, 0.4% withheld (94% of the company cast a for/withheld vote).
The 46 asset managers below cast 100% of the shares they voted on this item FOR (6,443,250 for, 0 against).
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 2,114,570 | 0 | 0 | 0 | For |
| Delaware/Macquarie | 1,567,703 | 0 | 0 | 0 | For |
| Waddell & Reed | 486,313 | 0 | 0 | 0 | For |
| Allspring | 470,403 | 0 | 0 | 0 | For |
| BlackRock | 388,023 | 0 | 0 | 0 | For |
| Fidelity | 351,960 | 0 | 0 | 0 | For |
| Guardian Variable Products Trust | 162,475 | 0 | 0 | 0 | For |
| Charles Schwab | 148,078 | 0 | 0 | 0 | For |
| State Street | 137,991 | 0 | 703 | 0 | For |
| Dimensional | 0 | 0 | 79,916 | 0 | Abstain |
| Ivy Variable Insurance Portfolios | 79,355 | 0 | 0 | 0 | For |
| Russell Investments | 68,001 | 0 | 0 | 0 | For |
| TIAA | 57,605 | 0 | 0 | 0 | For |
| Equitable | 50,148 | 0 | 0 | 0 | For |
| GuideStone | 46,152 | 0 | 0 | 0 | For |
| Advisors' Inner Circle Fund III | 43,956 | 0 | 0 | 0 | For |
| Goldman Sachs | 43,045 | 0 | 0 | 0 | For |
| QUANTITATIVE MASTER SERIES LLC | 37,118 | 0 | 0 | 0 | For |
| NEXPOINT FUNDS I | 25,000 | 0 | 0 | 0 | For |
| PACE SELECT ADVISORS TRUST | 20,530 | 0 | 0 | 0 | For |
| Lincoln Financial | 16,700 | 0 | 2,280 | 0 | For |
| WisdomTree | 18,627 | 0 | 0 | 0 | For |
| RENAISSANCE CAPITAL GREENWICH FUNDS | 12,270 | 0 | 0 | 0 | For |
| Jackson National | 8,453 | 0 | 3,304 | 0 | For |
| Global X | 10,142 | 0 | 0 | 0 | For |
Showing the 25 largest of 46 asset managers. See all 46 in the interactive database.
Combines 3 wordings of this item as funds reported it.
99.8% Majority: yes · of votes cast
INSTRUCTURE HOLDINGS INC.’s own tally for this item (“Proposal 3: Proposal to ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the year ending December 31, 2024. The appointment of Ernst & Young LLP as the Compan”): 139,867,891 for, 243,750 against, per its Form 8-K filed 2024-05-23 (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 145,927,863 outstanding shares: 96% for, 0.2% against (96% of the company cast a for/against vote).
The 46 asset managers below cast 99.3% of the shares they voted on this item FOR (6,487,430 for, 43,961 against).
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 2,114,570 | 0 | 0 | 0 | For |
| Delaware/Macquarie | 1,567,703 | 0 | 0 | 0 | For |
| Waddell & Reed | 486,313 | 0 | 0 | 0 | For |
| Allspring | 470,403 | 0 | 0 | 0 | For |
| BlackRock | 388,023 | 0 | 0 | 0 | For |
| Fidelity | 351,960 | 0 | 0 | 0 | For |
| Guardian Variable Products Trust | 162,475 | 0 | 0 | 0 | For |
| Charles Schwab | 148,078 | 0 | 0 | 0 | For |
| State Street | 138,689 | 5 | 0 | 0 | For |
| Dimensional | 79,916 | 0 | 0 | 0 | For |
| Ivy Variable Insurance Portfolios | 79,355 | 0 | 0 | 0 | For |
| Russell Investments | 68,001 | 0 | 0 | 0 | For |
| TIAA | 57,605 | 0 | 0 | 0 | For |
| Equitable | 50,148 | 0 | 0 | 0 | For |
| GuideStone | 46,152 | 0 | 0 | 0 | For |
| Advisors' Inner Circle Fund III | 0 | 43,956 | 0 | 0 | Against |
| Goldman Sachs | 43,045 | 0 | 0 | 0 | For |
| QUANTITATIVE MASTER SERIES LLC | 37,118 | 0 | 0 | 0 | For |
| NEXPOINT FUNDS I | 25,000 | 0 | 0 | 0 | For |
| PACE SELECT ADVISORS TRUST | 20,530 | 0 | 0 | 0 | For |
| Lincoln Financial | 18,980 | 0 | 0 | 0 | For |
| WisdomTree | 18,627 | 0 | 0 | 0 | For |
| RENAISSANCE CAPITAL GREENWICH FUNDS | 12,270 | 0 | 0 | 0 | For |
| Jackson National | 11,757 | 0 | 0 | 0 | For |
| Global X | 10,142 | 0 | 0 | 0 | For |
Showing the 25 largest of 46 asset managers. See all 46 in the interactive database.
Ranked by the number of INSTRUCTURE HOLDINGS INC. shares each manager voted on the most widely held ballot item of the 2023-2024 meeting, shown as a share of the 145,927,863 shares outstanding at the time of that meeting.
| # | Asset manager | % of shares outstanding |
|---|---|---|
| 1 | THOMA BRAVO, L.P. | 83.65% |
| 2 | MACQUARIE INVESTMENT MANAGEMENT BUSINESS TRUST | 1.66% |
| 3 | Vanguard | 1.48% |
| 4 | Delaware/Macquarie | 1.07% |
| 5 | Allspring | 0.77% |
| 6 | Fidelity | 0.65% |
| 7 | BlackRock | 0.65% |
| 8 | State Street | 0.38% |
| 9 | Crescent Park Management, L.P. | 0.34% |
| 10 | Waddell & Reed | 0.33% |
Positions disclosed to the SEC on Schedules 13D and 13G, Form 13F and the company’s own proxy statement (DEF 14A).
| Holder | % outstanding | Disclosure |
|---|---|---|
| Citadel Advisors | 0.47% | 13F |
| State Street | 0.38% | 13F |
| Geode Capital | 0.27% | 13F |
| Renaissance Technologies | 0.18% | 13F |
| Millennium Management | 0.16% | 13F |
| Dimensional Fund Advisors | 0.15% | 13F |
| Northern Trust | 0.12% | 13F |
| Charles Schwab | 0.10% | 13F |
| BNY Mellon | 0.05% | 13F |
| Norges Bank | 0.05% | 13F |
Percentages above are of 145,927,863 shares outstanding, as reported by INSTRUCTURE HOLDINGS INC. on its Form 10-Q dated 2024-05-07 (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.
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 INSTRUCTURE HOLDINGS INC.’s 10-Q dated 2024-05-07. This page is a static snapshot rebuilt weekly on 02 October 2026; a live search always shows the current data.
At INSTRUCTURE HOLDINGS INC.'s shareholder meeting held 2024-05-23, in the 2023-2024 proxy season, 146 asset managers reported how they voted on 5 ballot items in their SEC Form N-PX filings, covering 777 separate fund positions. On the most widely held item on that ballot — To approve, by an advisory vote, the compensation of our named executive officers, as disclosed… — FOR was 99% of the votes cast (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), which is more than half. Whether the item was approved is for the filing to say; that statement has not been read for this item. Source: INSTRUCTURE HOLDINGS INC.'s Form 8-K, Item 5.07, filed with the U.S. Securities and Exchange Commission on 2024-05-23.
INSTRUCTURE HOLDINGS INC. proxy season coverage: 2023-2024 (this page).