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ITERIS INC. 2024-2025 Proxy Voting Records

Compiled from SEC Form N-PX filings and ITERIS INC.’s Form 8-K, filed 2024-10-23 (Item 5.07 on EDGAR). Page generated 02 October 2026.

4Reported items
117Asset managers
443Fund votes
2024-10-22Meeting date

Proxy season: 2024-2025

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

Official 2024-2025 meeting results reported by ITERIS INC.

These tallies are ITERIS INC.’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K, filed 2024-10-23 (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.

ITERIS INC. — official shareholder meeting results, meeting held 2024-10-22
Ballot item	For	Against	Abstain	Withheld	Broker non-votes	Outcome
Proposal 1: Approval of the Merger Agreement The Company's stockholders approved the proposal to adopt the Merger Agreement and thereby approve the transactions contemplated by the Merger Agreement, including the Merger, as follows:	30,606,150	425,369	35,663	--	--	Majority: yes
Proposal 2: Adjournment of the Special Meeting The Company's stockholders approved the proposal to adjourn the Special Meeting, if necessary, to solicit additional proxies to adopt the Merger Agreement, as follows:	28,884,372	2,150,078	32,732	--	--	Majority: yes

Source: ITERIS INC., Form 8-K, filed with the SEC on 2024-10-23 — read the filing on EDGAR.

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

Each item below shows how the 117 asset managers that disclosed a ITERIS 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 ITERIS 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, on a non binding, advisory basis, certain compensation that will or may become payable to Iteris, Inc.'s named executive officers in connection with the transactions contemplated by the Merger Agreement.

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

Combines 3 wordings of this item as funds reported it.

99% Majority: yes · of votes cast

FOR 99%

FOR: 30,606,150AGAINST: 425,369

ITERIS INC.’s own tally for this item (“Proposal 1: Approval of the Merger Agreement The Company's stockholders approved the proposal to adopt the Merger Agreement and thereby approve the transactions contemplated by the Merger Agreement, including the Merger,”): 30,606,150 for, 425,369 against, per its Form 8-K filed 2024-10-23 (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 42,822,824 outstanding shares: 71% for, 1.0% against (72% of the company cast a for/against vote).

The 114 asset managers below cast 83% of the shares they voted on this item FOR (20,404,138 for, 4,290,061 against).

FOR 82%AGAINST 17%

FOR: 20,404,138 (82.5%)AGAINST: 4,290,061 (17.3%)ABSTAIN: 40,592 (0.2%)

Largest asset managers voting on “To approve, on a non binding, advisory basis, certain compensation that will or may become payable to Iteris, ” at ITERIS INC., 2024-2025
Asset manager	For	Against	Vote
BlackRock	2,909,193	11,179	For
Samjo Management, LLC	2,700,000	0	For
Fidelity	888,853	1,716,346	Against
Vanguard	2,528,632	0	For
GLAZER CAPITAL, LLC	2,100,327	0	For
ODDO BHF ASSET MANAGEMENT SAS	1,701,343	0	For
Dimensional	0	1,019,626	Against
Magnetar Financial LLC	1,006,040	0	For
GEODE CAPITAL MANAGEMENT, LLC	973,202	0	For
GARDNER LEWIS ASSET MANAGEMENT L P	881,585	0	For
Gabelli	855,250	0	For
Investment Managers Series Trust II	793,709	12,100	For
State Street	700,555	0	For
PRIVATE MANAGEMENT GROUP INC	480,992	0	For
Renaissance	359,908	0	For
Northern Trust	417	353,126	Against
SEI	0	281,082	Against
Charles Schwab	0	252,336	Against
GDL FUND	180,000	0	For
Corient Private Wealth LLC	0	139,439	Against
STRS OHIO	112,500	0	For
ALTSHARES TRUST	108,888	0	For
WATER ISLAND CAPITAL LLC	108,888	0	For
MELLON INVESTMENTS Corp	106,184	0	For
OMERS ADMINISTRATION Corp	0	96,300	Against

Showing the 25 largest of 114 asset managers. See all 114 in the interactive database.

2. TO APPROVE ONE OR MORE ADJOURNMENTS OF THE SPECIAL MEETING TO A LATER DATE OR DATES, IF NECESSARY, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT VOTES TO ADOPT THE MERGER AGREEMENT AT THE TIME OF THE SPECIAL MEETING.

CORPORATE GOVERNANCEMajority of the votes cast: yes

Combines 2 wordings of this item as funds reported it.

93% Majority: yes · of votes cast

FOR 93%

FOR: 28,884,372AGAINST: 2,150,078

ITERIS INC.’s own tally for this item (“Proposal 2: Adjournment of the Special Meeting The Company's stockholders approved the proposal to adjourn the Special Meeting, if necessary, to solicit additional proxies to adopt the Merger Agreement, as follows:”): 28,884,372 for, 2,150,078 against, per its Form 8-K filed 2024-10-23 (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 42,822,824 outstanding shares: 67% for, 5% against (72% of the company cast a for/against vote).

The 41 asset managers below cast 88% of the shares they voted on this item FOR (6,952,057 for, 944,401 against).

FOR 88%12%

FOR: 6,952,057 (87.9%)AGAINST: 944,401 (11.9%)ABSTAIN: 10,140 (0.1%)

Largest asset managers voting on “TO APPROVE ONE OR MORE ADJOURNMENTS OF THE SPECIAL MEETING TO A LATER DATE OR DATES, IF NECESSARY, TO SOLICIT ” at ITERIS INC., 2024-2025
Asset manager	For	Against	Abstain	Vote
Vanguard	2,447,597	0	0	For
BlackRock	1,718,674	0	0	For
Fidelity	0	887,844	0	Against
Dimensional	886,708	0	0	For
Investment Managers Series Trust II	805,809	0	0	For
GDL FUND	180,000	0	0	For
SEI	140,521	0	0	For
Charles Schwab	126,168	0	0	For
ALTSHARES TRUST	108,888	0	0	For
Equitable	76,915	0	10,140	For
QUANTITATIVE MASTER SERIES LLC	85,777	0	0	For
TIAA	82,266	0	0	For
Neuberger Berman	37,700	0	0	For
Lincoln Financial	3,006	33,600	0	Against
BRIDGEWAY FUNDS INC	26,445	0	0	For
Global X	24,063	0	0	For
AIG/SunAmerica	22,888	0	0	For
Voya	20,296	0	0	For
Northern Trust	18,535	0	0	For
John Hancock	17,456	0	0	For
State Street	0	16,214	0	Against
Pacific Life	15,235	0	0	For
Brighthouse	14,094	0	0	For
WisdomTree	13,428	0	0	For
Nationwide	11,253	0	0	For

Showing the 25 largest of 41 asset managers. See all 41 in the interactive database.

3. To adopt the Agreement and Plan of Merger, dated August 8, 2024 (as it may be amended from time to time, the "Merger Agreement"), by and among Almaviva S.p.A., an Italian Societa per azioni ("Parent"), Pantheon Merger Sub Inc., a Delaware corporation and an indirect wholly owned subsidiary of Parent and Iteris, Inc.

EXTRAORDINARY TRANSACTIONS

Combines 2 wordings of this item as funds reported it.

100% fund support · no official result

FOR 99.8%

The 39 asset managers below cast 100% of the shares they voted on this item FOR (7,891,007 for, 0 against).

FOR: 7,891,007 (99.9%)ABSTAIN: 10,140 (0.1%)

Largest asset managers voting on “To adopt the Agreement and Plan of Merger, dated August 8, 2024 (as it may be amended from time to time, the "” at ITERIS INC., 2024-2025
Asset manager	For	Abstain	Vote
Vanguard	2,447,597	0	For
BlackRock	1,718,674	0	For
Fidelity	887,844	0	For
Dimensional	886,708	0	For
Investment Managers Series Trust II	805,809	0	For
GDL FUND	180,000	0	For
SEI	140,521	0	For
Charles Schwab	126,168	0	For
ALTSHARES TRUST	108,888	0	For
Equitable	76,915	10,140	For
QUANTITATIVE MASTER SERIES LLC	85,777	0	For
TIAA	82,266	0	For
Neuberger Berman	37,700	0	For
Lincoln Financial	36,606	0	For
BRIDGEWAY FUNDS INC	26,445	0	For
Global X	24,063	0	For
AIG/SunAmerica	22,888	0	For
Voya	20,296	0	For
Northern Trust	18,535	0	For
John Hancock	17,456	0	For
State Street	16,214	0	For
Pacific Life	15,235	0	For
Brighthouse	14,094	0	For
WisdomTree	13,428	0	For
Nationwide	11,253	0	For

Showing the 25 largest of 39 asset managers. See all 39 in the interactive database.

4. Advisory Vote on Golden Parachutes

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 (23,836 for, 0 against).

FOR: 23,836 (100.0%)

Largest asset managers voting on “Advisory Vote on Golden Parachutes” at ITERIS INC., 2024-2025
Asset manager	For	Against	Abstain	Withheld	Vote
JPMorgan	18,540	0	0	0	For
HC CAPITAL TRUST	5,296	0	0	0	For

Largest ITERIS INC. shareholders voting in 2024-2025

Ranked by the number of ITERIS INC. shares each manager voted on the most widely held ballot item of the 2024-2025 meeting, shown as a share of the 42,822,824 shares outstanding at the time of that meeting.

Top ITERIS INC. shareholders by shares voted, 2024-2025
#	Asset manager	% of shares outstanding
1	BlackRock	6.82%
2	Samjo Management, LLC	6.31%
3	Fidelity	6.08%
4	Vanguard	5.90%
5	GLAZER CAPITAL, LLC	4.90%
6	ODDO BHF ASSET MANAGEMENT SAS	3.97%
7	Dimensional	2.38%
8	Magnetar Financial LLC	2.35%
9	GEODE CAPITAL MANAGEMENT, LLC	2.27%
10	GARDNER LEWIS ASSET MANAGEMENT L P	2.06%

Percentages above are of 42,822,824 shares outstanding, as reported by ITERIS INC. on its Form 10-Q dated 2024-08-02 (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 ITERIS INC.’s 10-Q dated 2024-08-02. This page is a static snapshot rebuilt weekly on 02 October 2026; a live search always shows the current data.

At ITERIS INC.'s shareholder meeting held 2024-10-22, in the 2024-2025 proxy season, 117 asset managers reported how they voted in their SEC Form N-PX filings, covering 443 separate fund positions. Their filings are grouped here into 4 reported items; because filers word the same ballot item differently, that can be more than the number of items on the ballot. On the most widely held item on that ballot — To approve, on a non binding, advisory basis, certain compensation that will or may become… — 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: ITERIS INC.'s Form 8-K, Item 5.07, filed with the U.S. Securities and Exchange Commission on 2024-10-23.

ITERIS INC. proxy season coverage: 2024-2025 (this page).