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Home › Companies › NEURONETICS INC. › 2024-2025

NEURONETICS INC. 2024-2025 Proxy Voting Records

At NEURONETICS INC.'s 2 shareholder meetings in the 2024-2025 proxy season (held November 8, 2024 and May 22, 2025), 57 asset managers reported how they voted in their SEC Form N-PX filings, covering 335 separate fund positions. Their filings are grouped here into 15 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 of the season, voted at the meeting held May 22, 2025 — Approval, on a non-binding, advisory basis, of the compensation of our named executive officers. — NEURONETICS INC.'s filing reports the proposal as approved, with 98% support 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). Source: NEURONETICS INC.'s Form 8-K, Item 5.07, filed with the U.S. Securities and Exchange Commission on May 28, 2025.

Download data (CSV): ballot items · votes by manager · column guide.

Compiled from SEC Form N-PX filings and NEURONETICS INC.’s Form 8-K, filed May 28, 2025 (Item 5.07 on EDGAR). Page generated November 8, 2026.

  • 15Reported items
  • 57Asset managers
  • 335Fund votes
  • May 22, 2025Main meeting date

Results at a glance

Meeting of May 22, 2025: 10 items on NEURONETICS INC.’s Form 8-K, filed May 28, 2025: 7 elected · 2 approved · 1 not approved.

Meeting of November 8, 2024: 4 items on NEURONETICS INC.’s Form 8-K, filed November 12, 2024: 4 approved.

Not approved or not elected

Material dissent

Material dissent: a director nominee under 80% of the votes cast, say-on-pay under 70%, any other item the board put forward under 80%, or a shareholder proposal with more than 50%, on the company’s own Form 8-K tally. How this is decided

Proxy season: 2023-2024 2024-2025 2025-2026

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

Official 2024-2025 meeting results reported by NEURONETICS INC.

These tallies are NEURONETICS INC.’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K, filed May 28, 2025 (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. NEURONETICS INC. reported 2 meetings in this season; each is tabulated separately below, with its own filing.

NEURONETICS INC. — official shareholder meeting results, meeting held May 22, 2025 (Form 8-K, filed May 28, 2025)
Ballot itemForAgainst AbstainWithheldBroker non-votesSupport (of votes cast)Reported outcomeVoting standard
Elect Director: Avinash N. Amin, M.D. 37,672,404---- 45,55715,845,714 99.8%Elected—
Elect Director: Robert A. Cascella 36,984,585---- 733,37615,845,714 98%Elected—
Elect Director: Sheryl L. Conley 36,907,654---- 810,30715,845,714 98%Elected—
Elect Director: Sasha S. Cucuz 37,671,953---- 46,00815,845,714 99.8%Elected—
Elect Director: Glenn P. Muir 36,984,528---- 733,43315,845,714 98%Elected—
Elect Director: Megan R. Rosengarten 36,762,273---- 955,68815,845,714 97%Elected—
Elect Director: Keith J. Sullivan 36,987,446---- 730,51515,845,714 98%Elected—
2. Appointment of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2025 53,498,73112,97051,974 ---- 99.9%Approved—
3. Approval, on a non-binding, advisory basis, of the compensation of the individual who served as our principal executive officer during 2024 and our two other most highly compensated executive officers who were serving as executive officers as of December 31 36,970,048708,46939,444 --15,845,714 98%Approved—
4. Approval of amendments to our certificate of incorporation and bylaws to eliminate supermajority voting requirements 11,685,49125,644,606202,413 --16,031,165 31%Not approved—

Source: NEURONETICS INC., Form 8-K, filed with the SEC on May 28, 2025 — read the filing on EDGAR.

NEURONETICS INC. — official shareholder meeting results, meeting held November 8, 2024 (Form 8-K, filed November 12, 2024)
Ballot itemForAgainst AbstainWithheldBroker non-votesSupport (of votes cast)Reported outcomeVoting standard
1. Neuronetics Charter Amendment Proposal 16,658,8747,332,83317,163 ---- 69%Approved—
2. Neuronetics Share Issuance Proposal 11,956,8485,728,60412,409 --6,311,009 68%Approveda majority of the votes cast
3. Neuronetics Incentive Plan Proposal 9,479,4228,207,01111,428 --6,311,009 53.6%Approveda majority of the votes cast
4. Neuronetics Adjournment Proposal 16,117,1867,559,390332,294 ---- 68%Approveda majority of the shares outstanding

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

How asset managers voted at the NEURONETICS INC. 2024-2025 meetings

Each item below shows how the 57 asset managers that disclosed a NEURONETICS 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 NEURONETICS 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. Elect Director: Avinash N. Amin, M.D.

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Meeting held May 22, 2025.

Combines 3 wordings of this item as funds reported it.

99.8% Majority: yes · of votes cast

FOR 99.8%
FOR: 37,672,404WITHHELD: 45,557
Details: description as filed, official tally, votes by 9 asset managers

Description as filed by funds: Election of Directors: Avinash N. Amin, M.D.

NEURONETICS INC.’s own tally for this item (“Elect Director: Avinash N. Amin, M.D.”): 37,672,404 for, 45,557 withheld, per its Form 8-K filed May 28, 2025 (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: Elected, in the filing’s own words: “The final results for each of the matters submitted to a vote of stockholders at the Annual Meeting are as follows: Proposal 1: All of the nominees for director were elected to serve a one-year term until the 2026 Annual Meeting, or until their respective successors are elected and qualified, by th…”
Support: 99.8% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 9 asset managers below reported 2,958,133 for.

FOR
FOR: 2,958,133
Largest asset managers voting on “Election of Directors: Avinash N. Amin, M.D.” at NEURONETICS INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard2,297,5360 00For
Fidelity298,8290 00For
AdvisorShares Trust132,5340 00For
Equitable78,1510 00For
TIFF INVESTMENT PROGRAM72,1660 00For
BlackRock61,6200 00For
Charles Schwab15,0000 00For
Blackstone Alternative Investment Funds1,8000 00For
John Hancock4970 00For

2. Elect Director: Glenn P. Muir

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Meeting held May 22, 2025.

Combines 3 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%
FOR: 36,984,528WITHHELD: 733,433
Details: description as filed, official tally, votes by 9 asset managers

Description as filed by funds: Election of Directors: Glenn P. Muir

NEURONETICS INC.’s own tally for this item (“Elect Director: Glenn P. Muir”): 36,984,528 for, 733,433 withheld, per its Form 8-K filed May 28, 2025 (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: Elected, in the filing’s own words: “The final results for each of the matters submitted to a vote of stockholders at the Annual Meeting are as follows: Proposal 1: All of the nominees for director were elected to serve a one-year term until the 2026 Annual Meeting, or until their respective successors are elected and qualified, by th…”
Support: 98% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 9 asset managers below reported 2,958,133 for.

FOR
FOR: 2,958,133
Largest asset managers voting on “Election of Directors: Glenn P. Muir” at NEURONETICS INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard2,297,5360 00For
Fidelity298,8290 00For
AdvisorShares Trust132,5340 00For
Equitable78,1510 00For
TIFF INVESTMENT PROGRAM72,1660 00For
BlackRock61,6200 00For
Charles Schwab15,0000 00For
Blackstone Alternative Investment Funds1,8000 00For
John Hancock4970 00For

3. Elect Director: Keith J. Sullivan

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Meeting held May 22, 2025.

Combines 3 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%
FOR: 36,987,446WITHHELD: 730,515
Details: description as filed, official tally, votes by 9 asset managers

Description as filed by funds: Election of Directors: Keith J. Sullivan

NEURONETICS INC.’s own tally for this item (“Elect Director: Keith J. Sullivan”): 36,987,446 for, 730,515 withheld, per its Form 8-K filed May 28, 2025 (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: Elected, in the filing’s own words: “The final results for each of the matters submitted to a vote of stockholders at the Annual Meeting are as follows: Proposal 1: All of the nominees for director were elected to serve a one-year term until the 2026 Annual Meeting, or until their respective successors are elected and qualified, by th…”
Support: 98% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 9 asset managers below reported 2,958,133 for.

FOR
FOR: 2,958,133
Largest asset managers voting on “Election of Directors: Keith J. Sullivan” at NEURONETICS INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard2,297,5360 00For
Fidelity298,8290 00For
AdvisorShares Trust132,5340 00For
Equitable78,1510 00For
TIFF INVESTMENT PROGRAM72,1660 00For
BlackRock61,6200 00For
Charles Schwab15,0000 00For
Blackstone Alternative Investment Funds1,8000 00For
John Hancock4970 00For

4. Elect Director: Megan R. Rosengarten

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Meeting held May 22, 2025.

Combines 3 wordings of this item as funds reported it.

97% Majority: yes · of votes cast

FOR 97%
FOR: 36,762,273WITHHELD: 955,688
Details: description as filed, official tally, votes by 9 asset managers

Description as filed by funds: Election of Directors: Megan R. Rosengarten

NEURONETICS INC.’s own tally for this item (“Elect Director: Megan R. Rosengarten”): 36,762,273 for, 955,688 withheld, per its Form 8-K filed May 28, 2025 (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: Elected, in the filing’s own words: “The final results for each of the matters submitted to a vote of stockholders at the Annual Meeting are as follows: Proposal 1: All of the nominees for director were elected to serve a one-year term until the 2026 Annual Meeting, or until their respective successors are elected and qualified, by th…”
Support: 97% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 9 asset managers below reported 2,958,133 for.

FOR
FOR: 2,958,133
Largest asset managers voting on “Election of Directors: Megan R. Rosengarten” at NEURONETICS INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard2,297,5360 00For
Fidelity298,8290 00For
AdvisorShares Trust132,5340 00For
Equitable78,1510 00For
TIFF INVESTMENT PROGRAM72,1660 00For
BlackRock61,6200 00For
Charles Schwab15,0000 00For
Blackstone Alternative Investment Funds1,8000 00For
John Hancock4970 00For

5. Elect Director: Robert A. Cascella

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Meeting held May 22, 2025.

Combines 3 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%
FOR: 36,984,585WITHHELD: 733,376
Details: description as filed, official tally, votes by 9 asset managers

Description as filed by funds: Election of Directors: Robert A. Cascella

NEURONETICS INC.’s own tally for this item (“Elect Director: Robert A. Cascella”): 36,984,585 for, 733,376 withheld, per its Form 8-K filed May 28, 2025 (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: Elected, in the filing’s own words: “The final results for each of the matters submitted to a vote of stockholders at the Annual Meeting are as follows: Proposal 1: All of the nominees for director were elected to serve a one-year term until the 2026 Annual Meeting, or until their respective successors are elected and qualified, by th…”
Support: 98% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 9 asset managers below reported 2,958,133 for.

FOR
FOR: 2,958,133
Largest asset managers voting on “Election of Directors: Robert A. Cascella” at NEURONETICS INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard2,297,5360 00For
Fidelity298,8290 00For
AdvisorShares Trust132,5340 00For
Equitable78,1510 00For
TIFF INVESTMENT PROGRAM72,1660 00For
BlackRock61,6200 00For
Charles Schwab15,0000 00For
Blackstone Alternative Investment Funds1,8000 00For
John Hancock4970 00For

6. Elect Director: Sasha S. Cucuz

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Meeting held May 22, 2025.

Combines 3 wordings of this item as funds reported it.

99.8% Majority: yes · of votes cast

FOR 99.8%
FOR: 37,671,953WITHHELD: 46,008
Details: description as filed, official tally, votes by 9 asset managers

Description as filed by funds: Election of Directors: Sasha S. Cucuz

NEURONETICS INC.’s own tally for this item (“Elect Director: Sasha S. Cucuz”): 37,671,953 for, 46,008 withheld, per its Form 8-K filed May 28, 2025 (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: Elected, in the filing’s own words: “The final results for each of the matters submitted to a vote of stockholders at the Annual Meeting are as follows: Proposal 1: All of the nominees for director were elected to serve a one-year term until the 2026 Annual Meeting, or until their respective successors are elected and qualified, by th…”
Support: 99.8% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 9 asset managers below reported 2,958,133 for.

FOR
FOR: 2,958,133
Largest asset managers voting on “Election of Directors: Sasha S. Cucuz” at NEURONETICS INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard2,297,5360 00For
Fidelity298,8290 00For
AdvisorShares Trust132,5340 00For
Equitable78,1510 00For
TIFF INVESTMENT PROGRAM72,1660 00For
BlackRock61,6200 00For
Charles Schwab15,0000 00For
Blackstone Alternative Investment Funds1,8000 00For
John Hancock4970 00For

7. Elect Director: Sheryl L. Conley

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Meeting held May 22, 2025.

Combines 3 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%
FOR: 36,907,654WITHHELD: 810,307
Details: description as filed, official tally, votes by 9 asset managers

Description as filed by funds: Election of Directors: Sheryl L. Conley

NEURONETICS INC.’s own tally for this item (“Elect Director: Sheryl L. Conley”): 36,907,654 for, 810,307 withheld, per its Form 8-K filed May 28, 2025 (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: Elected, in the filing’s own words: “The final results for each of the matters submitted to a vote of stockholders at the Annual Meeting are as follows: Proposal 1: All of the nominees for director were elected to serve a one-year term until the 2026 Annual Meeting, or until their respective successors are elected and qualified, by th…”
Support: 98% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 9 asset managers below reported 2,958,133 for.

FOR
FOR: 2,958,133
Largest asset managers voting on “Election of Directors: Sheryl L. Conley” at NEURONETICS INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard2,297,5360 00For
Fidelity298,8290 00For
AdvisorShares Trust132,5340 00For
Equitable78,1510 00For
TIFF INVESTMENT PROGRAM72,1660 00For
BlackRock61,6200 00For
Charles Schwab15,0000 00For
Blackstone Alternative Investment Funds1,8000 00For
John Hancock4970 00For

8. Approval of amendments to our certificate of incorporation and bylaws to eliminate supermajority voting requirements

Official resultCORPORATE GOVERNANCEReported outcome: Not approved

Meeting held May 22, 2025.

31% Not approved · of votes cast

FOR 31%AGAINST
FOR: 11,685,491AGAINST: 25,644,606
Details: description as filed, official tally, votes by 9 asset managers

Description as filed by funds: Amendments to our certificate of incorporation and bylaws to eliminate supermajority voting requirements.

NEURONETICS INC.’s own tally for this item (“4. Approval of amendments to our certificate of incorporation and bylaws to eliminate supermajority voting requirements”): 11,685,491 for, 25,644,606 against — failed, per its Form 8-K filed May 28, 2025 (Item 5.07).

Reported outcome: Not approved, in the filing’s own words: “Proposal 4: The approval of amendments to our certificate of incorporation and bylaws to eliminate supermajority voting requirements was not approved by the Company's stockholders by the votes set forth in the table below:”
Support: 31% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 9 asset managers below reported 2,885,133 for.

FOR
FOR: 2,885,133
Largest asset managers voting on “Amendments to our certificate of incorporation and bylaws to eliminate supermajority voting requirements.” at NEURONETICS INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard2,297,5360 00For
Fidelity298,8290 00For
AdvisorShares Trust132,5340 00For
TIFF INVESTMENT PROGRAM72,1660 00For
BlackRock61,6200 00For
Charles Schwab15,0000 00For
Equitable5,1510 00For
Blackstone Alternative Investment Funds1,8000 00For
John Hancock4970 00For

9. Approval of an amendment and restatement of the NEURONETICS restated certificate of incorporation to increase…

No official matchCAPITAL STRUCTURE

Meeting held November 8, 2024.

100% of fund votes cast · no official result

FOR
Details: description as filed, votes by 10 asset managers

Description as filed by funds: APPROVAL OF AN AMENDMENT AND RESTATEMENT OF THE NEURONETICS RESTATED CERTIFICATE OF INCORPORATION TO INCREASE NEURONETICS' AUTHORIZED SHARES OF COMMON STOCK FROM 200,000,000 SHARES TO 250,000,000 SHARES.

The 10 asset managers below reported 1,823,676 for. 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.

FOR: 1,823,676
Largest asset managers voting on “APPROVAL OF AN AMENDMENT AND RESTATEMENT OF THE NEURONETICS RESTATED CERTIFICATE OF INCORPORATION TO INCREASE ” at NEURONETICS INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard1,291,3810 00For
Fidelity300,2390 00For
Equitable69,6260 00For
BlackRock62,4760 00For
BRIDGEWAY FUNDS INC45,2050 00For
Gabelli42,0000 00For
TETON WESTWOOD FUNDS12,0000 00For
John Hancock5500 00For
Blackstone Alternative Investment Funds1000 00For
Advisors' Inner Circle Fund III990 00For

10. Neuronetics Share Issuance Proposal

Official resultCAPITAL STRUCTUREReported outcome: Approved

Meeting held November 8, 2024.

68% Approved · of votes cast

FOR 68%AGAINST
FOR: 11,956,848AGAINST: 5,728,604
Details: description as filed, official tally, votes by 10 asset managers

Description as filed by funds: APPROVAL OF THE ISSUANCE OF SUCH NUMBER OF SHARES OF NEURONETICS COMMON STOCK TO GREENBROOK SHAREHOLDERS IN CONNECTION WITH THE ARRANGEMENT AGREEMENT.

NEURONETICS INC.’s own tally for this item (“2. Neuronetics Share Issuance Proposal”): 11,956,848 for, 5,728,604 against — passed, per its Form 8-K filed November 12, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “The Neuronetics Share Issuance Proposal received the affirmative vote of approximately 67.56% of Neuronetics Shares represented at the Special Meeting and entitled to vote on this proposal and, therefore, was approved.”
Support: 68% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
Voting standard, as the filing states it: a majority of the votes cast (“majority of votes cast”).

The 10 asset managers below reported 1,823,676 for.

FOR
FOR: 1,823,676
Largest asset managers voting on “APPROVAL OF THE ISSUANCE OF SUCH NUMBER OF SHARES OF NEURONETICS COMMON STOCK TO GREENBROOK SHAREHOLDERS IN CO” at NEURONETICS INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard1,291,3810 00For
Fidelity300,2390 00For
Equitable69,6260 00For
BlackRock62,4760 00For
BRIDGEWAY FUNDS INC45,2050 00For
Gabelli42,0000 00For
TETON WESTWOOD FUNDS12,0000 00For
John Hancock5500 00For
Blackstone Alternative Investment Funds1000 00For
Advisors' Inner Circle Fund III990 00For

11. Subject to the provisions of the arrangement agreement, approval of the adjournment of the NEURONETICS special meeting…

No official matchCORPORATE GOVERNANCE

Meeting held November 8, 2024.

Combines 2 wordings of this item as funds reported it.

98% of fund votes cast · no official result

FOR
Details: description as filed, votes by 10 asset managers

Description as filed by funds: SUBJECT TO THE PROVISIONS OF THE ARRANGEMENT AGREEMENT, APPROVAL OF THE ADJOURNMENT OF THE NEURONETICS SPECIAL MEETING, IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE NOT SUFFICIENT VOTES TO APPROVE THE AMENDMENT PROPOSAL AND THE SHARE ISSUANCE PROPOSAL.

The 10 asset managers below reported 1,794,077 for, 29,599 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.

FOR: 1,794,077AGAINST: 29,599
Largest asset managers voting on “SUBJECT TO THE PROVISIONS OF THE ARRANGEMENT AGREEMENT, APPROVAL OF THE ADJOURNMENT OF THE NEURONETICS SPECIAL” at NEURONETICS INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard1,291,3810 00For
Fidelity270,64029,599 00Mixed
Equitable69,6260 00For
BlackRock62,4760 00For
BRIDGEWAY FUNDS INC45,2050 00For
Gabelli42,0000 00For
TETON WESTWOOD FUNDS12,0000 00For
John Hancock5500 00For
Blackstone Alternative Investment Funds1000 00For
Advisors' Inner Circle Fund III990 00For

12. Approval of an amendment to the NEURONETICS incentive plan to increase the number of NEURONETICS shares reserved for…

No official matchCOMPENSATION

Meeting held November 8, 2024.

6% of fund votes cast · no official result

AGAINST
Details: description as filed, votes by 10 asset managers

Description as filed by funds: APPROVAL OF AN AMENDMENT TO THE NEURONETICS INCENTIVE PLAN TO INCREASE THE NUMBER OF NEURONETICS SHARES RESERVED FOR ISSUANCE BY UP TO 3,500,000 ADDITIONAL SHARES.

The 10 asset managers below reported 118,000 for, 1,705,676 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.

FOR: 118,000AGAINST: 1,705,676
Largest asset managers voting on “APPROVAL OF AN AMENDMENT TO THE NEURONETICS INCENTIVE PLAN TO INCREASE THE NUMBER OF NEURONETICS SHARES RESERV” at NEURONETICS INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard01,291,381 00Against
Fidelity0300,239 00Against
Equitable64,0005,626 00Mixed
BlackRock062,476 00Against
BRIDGEWAY FUNDS INC045,205 00Against
Gabelli42,0000 00For
TETON WESTWOOD FUNDS12,0000 00For
John Hancock0550 00Against
Blackstone Alternative Investment Funds0100 00Against
Advisors' Inner Circle Fund III099 00Against

13. Neuronetics Incentive Plan Proposal

Official resultSECTION 14A SAY-ON-PAY VOTESReported outcome: Approved

Meeting held November 8, 2024.

53.6% Approved · of votes cast

FOR 53.6%AGAINST
FOR: 9,479,422AGAINST: 8,207,011
Details: description as filed, official tally, votes by 2 asset managers

Description as filed by funds: Amendment to the Neuronetics Incentive Plan

NEURONETICS INC.’s own tally for this item (“3. Neuronetics Incentive Plan Proposal”): 9,479,422 for, 8,207,011 against — passed, per its Form 8-K filed November 12, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “The Neuronetics Incentive Plan Proposal received the affirmative vote of approximately 53.56% of Neuronetics Shares represented at the Special Meeting and entitled to vote on this proposal and, therefore, was approved.”
Support: 53.6% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
Voting standard, as the filing states it: a majority of the votes cast (“majority of votes cast”).

The 2 asset managers below reported 4,660 for.

FOR
FOR: 4,660
Largest asset managers voting on “Amendment to the Neuronetics Incentive Plan” at NEURONETICS INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
ALGERT GLOBAL LLC4,2600 00For
Empirical Financial Services, LLC d.b.a. Empirical Wealth Ma4000 00For

14. Approval, on a non-binding, advisory basis, of the compensation of the individual who served as our principal executive…

Official resultFund totals may overlapSECTION 14A SAY-ON-PAY VOTESReported outcome: Approved

Meeting held May 22, 2025.

Combines 2 wordings of this item as funds reported it.

98% Approved · of votes cast

FOR 98%
FOR: 36,970,048AGAINST: 708,469
Details: description as filed, official tally, votes by 52 asset managers

Description as filed by funds: Approval, on a non-binding, advisory basis, of the compensation of our named executive officers.

NEURONETICS INC.’s own tally for this item (“3. Approval, on a non-binding, advisory basis, of the compensation of the individual who served as our principal executive officer during 2024 and our two other most highly compensated executive officers who were serving”): 36,970,048 for, 708,469 against — passed, per its Form 8-K filed May 28, 2025 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Proposal 3: The approval, on a non-binding, advisory basis, of the compensation of the individual who served as our principal executive officer during 2024 and our two other most highly compensated executive officers who were serving as executive officers as of December 31, 2024 was ratified by the…”
Support: 98% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Also reported under other wordings, matched to the same row of NEURONETICS INC.’s official tally and shown with their own fund figures; their managers are not in the figures or the table on this card: “Say on pay” (2 managers, 1,000 for).

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: 11 asset managers voting on “Approval, on a non-binding, advisory basis, of the compensation of our named executive officers.” at NEURONETICS INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard2,297,5360 00For
Fidelity298,8290 00For
AdvisorShares Trust132,5340 00For
Equitable78,1510 00For
TIFF INVESTMENT PROGRAM72,1660 00For
BlackRock61,6200 00For
Gabelli38,0000 00For
Charles Schwab15,0000 00For
TETON WESTWOOD FUNDS5,0000 00For
Blackstone Alternative Investment Funds1,8000 00For
John Hancock4970 00For

Fund voting reports, all 11 managers: 3,001,133 for.

Institutional-manager reports: 45 asset managers voting on “Approval, on a non-binding, advisory basis, of the compensation of our named executive officers.” at NEURONETICS INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
MASTERS CAPITAL MANAGEMENT LLC1,000,0000 00For
BALYASNY ASSET MANAGEMENT L.P.468,9660 00For
Two Sigma415,1270 00For
BlackRock338,7850 00For
GEODE CAPITAL MANAGEMENT, LLC321,5070 00For
Point72160,0830 00For
Citadel104,7780 00For
State Street88,4220 00For
Informed Momentum Co LLC85,5440 00For
Gabelli77,2000 00For
BANK OF AMERICA NA66,7160 00For
Renaissance62,1720 00For
OMERS ADMINISTRATION Corp57,5000 00For
Northern Trust57,3380 00For
GatePass Capital, LLC47,1720 00For
Centiva Capital, LP37,8690 00For
Fidelity31,6020 00For
Capital Group22,7970 00For
T. Rowe Price19,1000 00For
MARSHALL WACE, LLP17,3390 00For
Charles Schwab15,0000 00For
HighTower Advisors, LLC15,0000 00For
Vanguard10,9500 00For
BLAIR WILLIAM & CO/IL10,0520 00For
Prudential/PGIM6,4000 00For

Institutional-manager reports, all 45 managers: 3,548,249 for, 481 against. Showing the 25 largest; every one is in the interactive database (link above).

15. Appointment of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending…

Official resultAUDIT-RELATEDReported outcome: Approved

Meeting held May 22, 2025.

99.9% Approved · of votes cast

FOR 99.9%
FOR: 53,498,731AGAINST: 12,970
Details: description as filed, official tally, votes by 11 asset managers

Description as filed by funds: Ratification of the selection of KPMG LLP as our independent registered public accounting firm.

NEURONETICS INC.’s own tally for this item (“2. Appointment of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2025”): 53,498,731 for, 12,970 against — passed, per its Form 8-K filed May 28, 2025 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Proposal 2: The appointment of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2025 was ratified by the Company's stockholders by the votes set forth in the table below:”
Support: 99.9% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 11 asset managers below reported 3,001,133 for.

FOR
FOR: 3,001,133
Largest asset managers voting on “Ratification of the selection of KPMG LLP as our independent registered public accounting firm.” at NEURONETICS INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard2,297,5360 00For
Fidelity298,8290 00For
AdvisorShares Trust132,5340 00For
Equitable78,1510 00For
TIFF INVESTMENT PROGRAM72,1660 00For
BlackRock61,6200 00For
Gabelli38,0000 00For
Charles Schwab15,0000 00For
TETON WESTWOOD FUNDS5,0000 00For
Blackstone Alternative Investment Funds1,8000 00For
John Hancock4970 00For

Largest NEURONETICS INC. shareholders voting in 2024-2025

Ranked separately for each type of Form N-PX report. An institutional manager can report shares that a fund it advises also reports, so the two tables can list the same shares and are never added together. Each is ranked by the shares voted on the item that the most managers of that type reported, shown as a share of the 65,820,344 shares outstanding at the time of that meeting.

Fund voting reports: top NEURONETICS INC. shareholders by shares voted on “Approval, on a non-binding, advisory basis, of the compensation of our named executive officers.”, 2024-2025
#Asset manager % of shares outstanding
1Vanguard 3.49%
2Fidelity 0.45%
3AdvisorShares Trust 0.20%
4Equitable 0.12%
5TIFF INVESTMENT PROGRAM 0.11%
6BlackRock 0.09%
7Gabelli 0.06%
8Charles Schwab 0.02%
9TETON WESTWOOD FUNDS <0.01%
10Blackstone Alternative Investment Funds <0.01%
Institutional-manager reports: top NEURONETICS INC. shareholders by shares voted on “Approval, on a non-binding, advisory basis, of the compensation of our named executive officers.”, 2024-2025
#Asset manager % of shares outstanding
1MASTERS CAPITAL MANAGEMENT LLC 1.52%
2BALYASNY ASSET MANAGEMENT L.P. 0.71%
3Two Sigma 0.63%
4BlackRock 0.51%
5GEODE CAPITAL MANAGEMENT, LLC 0.49%
6Point72 0.24%
7Citadel 0.16%
8State Street 0.13%
9Informed Momentum Co LLC 0.13%
10Gabelli 0.12%

Reported NEURONETICS INC. holdings and ownership

As disclosed to the SEC in Form 13F (quarter-end holdings of 30 large managers), Schedules 13D and 13G (beneficial ownership above 5%) and the company’s own proxy statement (DEF 14A). Each row names its form.

NEURONETICS INC. holdings and ownership disclosed for the 2024-2025 proxy season
Holder % outstanding Disclosure
MADRYN ASSET MANAGEMENT, LP 31.51% 13D
Chernett Jorey 16.03% 13D
Parian Ultreia LP 7.36% 13G
Vanguard Group 3.50% 13F
Millennium Management 1.00% 13F
Goldman Sachs 0.96% 13F
Two Sigma 0.72% 13F
BlackRock 0.63% 13F
Geode Capital 0.49% 13F
State Street 0.18% 13F

Percentages above are of 65,820,344 shares outstanding, as reported by NEURONETICS INC. on its Form 10-Q dated May 1, 2025 (see the filing on EDGAR). This is the count contemporaneous with the 2024-2025 meeting, not today’s. Each holding is as of its own filing, which may be dated before or after the meeting.

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About this page

Every figure above is derived from filings made with the US Securities and Exchange Commission: Form N-PX, in which registered funds disclose how they voted every proxy and institutional managers disclose their votes on executive pay (say-on-pay, say-on-frequency and golden parachutes), and Form 8-K Item 5.07, in which the company reports its own meeting results. Shares outstanding are taken from NEURONETICS INC.’s 10-Q dated May 1, 2025. This page is a static snapshot rebuilt weekly on November 8, 2026; a live search always shows the current data.

NEURONETICS INC. proxy season coverage: 2023-2024 · 2024-2025 (this page) · 2025-2026.

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proxyvotesnow.com, “NEURONETICS (STIM) 2024-2025 Annual & Special Meetings: Vote Results”, https://proxyvotesnow.com/company/neuronetics-inc/2025 (version of November 9, 2026). Derived from SEC Form N-PX and Form 8-K filings; tables licensed CC BY 4.0. Licence: CC BY 4.0.