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KARUNA THERAPEUTICS INC. 2023-2024 Proxy Voting Records

Compiled from SEC Form N-PX filings and KARUNA THERAPEUTICS INC.’s Form 8-K, filed 2024-03-12 (Item 5.07 on EDGAR). Page generated 02 October 2026.

5Reported items
316Asset managers
1,340Fund votes
2024-03-12Meeting date

Proxy season: 2023-2024

Explore KARUNA THERAPEUTICS INC. in the interactive database Compare manager voting policies

Official 2023-2024 meeting results reported by KARUNA THERAPEUTICS INC.

These tallies are KARUNA THERAPEUTICS INC.’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K, filed 2024-03-12 (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.

KARUNA THERAPEUTICS INC. — official shareholder meeting results, meeting held 2024-03-12
Ballot item	For	Against	Abstain	Withheld	Broker non-votes	Outcome
Proposal 2: The proposal to approve, on a non-binding, advisory basis, certain compensation that will or may be paid by Karuna to its named executive officers that is based on or otherwise relates to the merger:	25,312,364	5,523,004	121,581	--	0	Majority: yes

Source: KARUNA THERAPEUTICS INC., Form 8-K, filed with the SEC on 2024-03-12 — read the filing on EDGAR.

How asset managers voted at the KARUNA THERAPEUTICS INC. 2023-2024 meeting

Each item below shows how the 316 asset managers that disclosed a KARUNA THERAPEUTICS 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 KARUNA THERAPEUTICS 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 an advisory, non- binding basis, certain compensation that will or may be paid by Karuna to its named executive officers that is based on or otherwise relates to the merger of Merger Sub with and into Karuna pursuant to the merger agreement.

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

Combines 13 wordings of this item as funds reported it.

82% Majority: yes · of votes cast

FOR 82%AGAINST 18%

FOR: 25,312,364AGAINST: 5,523,004

KARUNA THERAPEUTICS INC.’s own tally for this item (“Proposal 2: The proposal to approve, on a non-binding, advisory basis, certain compensation that will or may be paid by Karuna to its named executive officers that is based on or otherwise relates to the merger:”): 25,312,364 for, 5,523,004 against, per its Form 8-K filed 2024-03-12 (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.

The 307 asset managers below cast 99.6% 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.

FOR 99.6%

FOR: 99.6%AGAINST: 0.3%ABSTAIN: 0.0%UNKNOWN: 0.0%NOT VOTED: 0.0%

Largest asset managers voting on “To approve, on an advisory, non- binding basis, certain compensation that will or may be paid by Karuna to its” at KARUNA THERAPEUTICS INC., 2023-2024
Asset manager	For	Against	Vote
AQR Arbitrage LLC	2,554,000,000	0	For
Meeder Advisory Services, Inc.	24,000,000	0	For
T. Rowe Price	0	4,016,881	Against
Vanguard	3,726,275	0	For
Fidelity	2,025,576	687,785	For
BlackRock	1,852,918	14,450	For
Capital Group	6	1,694,836	Against
Pentwater Capital Management LP	1,561,938	0	For
State Street	1,275,287	0	For
FARALLON CAPITAL MANAGEMENT LLC	1,063,000	0	For
Sofinnova Investments, Inc.	1,049,952	0	For
GENERAL ATLANTIC, L.P.	986,710	0	For
Wellington	650,673	0	For
UBS	504,541	116,323	For
GEODE CAPITAL MANAGEMENT, LLC	0	564,845	Against
Rock Springs Capital Management LP	514,392	0	For
Charles Schwab	0	444,354	Against
WELLCOME TRUST LTD (THE) as trustee of the WELLCOME TRUST	425,375	0	For
DAVIDSON KEMPNER CAPITAL MANAGEMENT LP	350,056	0	For
Woodline Partners LP	328,178	0	For
BROWN ADVISORY INC	286,142	0	For
Jackson National	85,203	192,973	Against
Invesco	250,229	0	For
TIG Advisors, LLC	224,438	0	For
AQR	222,615	0	For

Showing the 25 largest of 307 asset managers. See all 307 in the interactive database.

2. TO ADJOURN THE SPECIAL MEETING FROM TIME TO TIME, IF NECESSARY OR APPROPRIATE, AS DETERMINED IN GOOD FAITH BY THE BOARD OF DIRECTORS OF KARUNA INCLUDING FOR THE PURPOSE OF SOLICITING ADDITIONAL VOTES FOR THE APPROVAL OF THE PROPOSAL TO ADOPT THE MERGER AGREEMENT IF THERE ARE INSUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING TO APPROVE THE PROPOSAL TO ADOPT THE MERGER AGREEMENT.

CORPORATE GOVERNANCE

Combines 2 wordings of this item as funds reported it.

74% fund support · no official result

FOR 74%AGAINST 26%

The 97 asset managers below cast 74% of the shares they voted on this item FOR (8,329,717 for, 2,938,960 against).

FOR: 8,329,717 (73.9%)AGAINST: 2,938,960 (26.1%)

Largest asset managers voting on “TO ADJOURN THE SPECIAL MEETING FROM TIME TO TIME, IF NECESSARY OR APPROPRIATE, AS DETERMINED IN GOOD FAITH BY ” at KARUNA THERAPEUTICS INC., 2023-2024
Asset manager	For	Against	Vote
Vanguard	3,674,455	0	For
T. Rowe Price	0	1,549,566	Against
Fidelity	738,131	521,900	For
BlackRock	822,619	0	For
Capital Group	819,602	0	For
State Street	0	391,337	Against
Jackson National	85,203	192,973	Against
Charles Schwab	220,121	0	For
MERGER FUND	166,211	0	For
MUTUAL FUND SERIES TRUST	131,434	0	For
Brown Advisory Funds	108,556	0	For
Invesco	104,685	0	For
TIAA	92,856	0	For
Brighthouse	62,167	27,061	For
MassMutual	0	88,000	Against
Goldman Sachs	87,825	0	For
AQR	87,276	0	For
CARILLON SERIES TRUST	85,230	0	For
ARBITRAGE FUNDS	84,500	0	For
First Trust	77,889	0	For
New York Life	77,494	0	For
Allspring	65,825	0	For
NEXPOINT FUNDS I	63,310	0	For
Voya	14,245	45,562	Against
Principal	47,145	0	For

Showing the 25 largest of 97 asset managers. See all 97 in the interactive database.

3. To adopt the Agreement and Plan of Merger, dated as of December 22, 2023 (the "merger agreement"), among Karuna Therapeutics, Inc. ("Karuna"), Bristol-Myers Squibb Company ("Bristol-Myers Squibb"), and Miramar Merger Sub Inc., a wholly owned subsidiary of Bristol-Myers Squibb Company ("Merger Sub"), pursuant to which, subject to the terms and conditions set forth therein, Merger Sub will be merged

EXTRAORDINARY TRANSACTIONS

Combines 2 wordings of this item as funds reported it.

100% fund support · no official result

FOR 100%

The 79 asset managers below cast 100% of the shares they voted on this item FOR (10,535,926 for, 0 against).

FOR: 10,535,926 (100.0%)

Largest asset managers voting on “To adopt the Agreement and Plan of Merger, dated as of December 22, 2023 (the "merger agreement"), among Karun” at KARUNA THERAPEUTICS INC., 2023-2024
Asset manager	For	Vote
Vanguard	3,674,455	For
T. Rowe Price	1,549,566	For
Fidelity	1,260,031	For
BlackRock	822,619	For
Capital Group	819,602	For
State Street	391,337	For
Charles Schwab	220,121	For
MERGER FUND	166,211	For
MUTUAL FUND SERIES TRUST	131,434	For
Invesco	104,685	For
TIAA	92,856	For
Brighthouse	89,228	For
MassMutual	88,000	For
Goldman Sachs	87,825	For
AQR	87,276	For
First Trust	77,889	For
New York Life	77,494	For
Allspring	65,825	For
Voya	59,807	For
Principal	47,145	For
FRANKLIN STRATEGIC SERIES	43,600	For
American Century	41,931	For
Investment Managers Series Trust II	39,694	For
Empower	38,221	For
Aberdeen	32,217	For

Showing the 25 largest of 79 asset managers. See all 79 in the interactive database.

4. To adopt the Agreement Plan of Merger, dates as of December 22, 2023 (the ''merger agreement''), among Karuna Therapeutics, Inc. (''Karuna''), Bristol-Myer Squibb Company (''Bristol-Myer Squibb''), and Miramar Merger Sub Inc., a wholly owned subsidiary of Bristol-Myer Squibb Company ('' Merger Sub''), pursuant to which, subject to the terms and conditions set forth therein, Merger Sub will be merg

CORPORATE GOVERNANCE

100% fund support · no official result

FOR 100%

The 20 asset managers below cast 100% of the shares they voted on this item FOR (731,691 for, 0 against).

FOR: 731,691 (100.0%)

Largest asset managers voting on “To adopt the Agreement Plan of Merger, dates as of December 22, 2023 (the ''merger agreement''), among Karuna ” at KARUNA THERAPEUTICS INC., 2023-2024
Asset manager	For	Vote
Jackson National	278,176	For
Brown Advisory Funds	108,556	For
CARILLON SERIES TRUST	85,230	For
ARBITRAGE FUNDS	84,500	For
NEXPOINT FUNDS I	63,310	For
Calamos	35,698	For
John Hancock	24,894	For
JPMorgan	17,359	For
Bridge Builder Trust	13,056	For
AltShares Trust	7,587	For
Allianz	6,352	For
Investment Managers Series Trust II	2,900	For
Tidal Trust II	2,126	For
Lincoln Financial	744	For
TRUST FOR PROFESSIONAL MANAGERS	665	For
Tidal ETF Trust	306	For
WILSHIRE MUTUAL FUNDS INC	167	For
EA Series Trust	40	For
CITY NATIONAL ROCHDALE FUNDS	17	For
Pacer Funds Trust	8	For

5. Advisory Vote on Golden Parachutes

SECTION 14A SAY-ON-PAY VOTES

Combines 2 wordings of this item as funds reported it.

100% fund support · no official result

FOR 100%

The 5 asset managers below cast 100% of the shares they voted on this item FOR (438,283 for, 0 against).

FOR: 438,283 (100.0%)

Largest asset managers voting on “Advisory Vote on Golden Parachutes” at KARUNA THERAPEUTICS INC., 2023-2024
Asset manager	For	Vote
Taconic Capital Advisors LP	245,000	For
ADAGE CAPITAL PARTNERS GP, L.L.C.	170,000	For
JPMorgan	19,313	For
EFG Asset Management (North America) Corp.	3,665	For
Desjardins Global Asset Management Inc.	305	For

Largest KARUNA THERAPEUTICS INC. shareholders voting in 2023-2024

Ranked by the number of KARUNA THERAPEUTICS INC. shares each manager voted on the most widely held ballot item of the 2023-2024 meeting.

Top KARUNA THERAPEUTICS INC. shareholders by shares voted, 2023-2024
#	Asset manager	Shares voted
1	AQR Arbitrage LLC	2,554,000,000
2	Meeder Advisory Services, Inc.	24,000,000
3	T. Rowe Price	4,016,881
4	Vanguard	3,726,275
5	Fidelity	2,713,361
6	BlackRock	1,867,368
7	Capital Group	1,694,842
8	Pentwater Capital Management LP	1,561,938
9	State Street	1,275,287
10	FARALLON CAPITAL MANAGEMENT LLC	1,063,000

Shown as share counts, not percentages: no shares-outstanding figure has been matched to KARUNA THERAPEUTICS INC. for the 2023-2024 season, so there is no denominator to divide by.

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. This page is a static snapshot rebuilt weekly on 02 October 2026; a live search always shows the current data.

At KARUNA THERAPEUTICS INC.'s shareholder meeting held 2024-03-12, in the 2023-2024 proxy season, 316 asset managers reported how they voted in their SEC Form N-PX filings, covering 1,340 separate fund positions. Their filings are grouped here into 5 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 an advisory, non- binding basis, certain compensation that will or may be paid… — FOR was 82% 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: KARUNA THERAPEUTICS INC.'s Form 8-K, Item 5.07, filed with the U.S. Securities and Exchange Commission on 2024-03-12.

KARUNA THERAPEUTICS INC. proxy season coverage: 2023-2024 (this page).