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Home › Companies › SERES THERAPEUTICS INC. › 2024-2025

SERES THERAPEUTICS INC. 2024-2025 Proxy Voting Records

At SERES THERAPEUTICS INC.'s 2 shareholder meetings in the 2024-2025 proxy season (held September 26, 2024 and April 10, 2025), 73 asset managers reported how they voted on 13 ballot items in their SEC Form N-PX filings, covering 472 separate fund positions. On the most widely held item of the season, voted at the meeting held September 26, 2024 — TO APPROVE, ON A NON-BINDING, ADVISORY BASIS, CERTAIN COMPENSATION THAT WILL OR MAY BECOME… — SERES THERAPEUTICS INC.'s filing reports the proposal as approved, with 75% 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: SERES THERAPEUTICS INC.'s Form 8-K, Item 5.07, filed with the U.S. Securities and Exchange Commission on September 26, 2024.

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

Compiled from SEC Form N-PX filings and SERES THERAPEUTICS INC.’s Form 8-K, filed April 14, 2025 (Item 5.07 on EDGAR). Page generated November 8, 2026.

  • 13Ballot items
  • 73Asset managers
  • 472Fund votes
  • April 10, 2025Main meeting date

Results at a glance

Meeting of April 10, 2025: 10 items on SERES THERAPEUTICS INC.’s Form 8-K, filed April 14, 2025: 1 approved · 9 without a stated outcome.

Meeting of September 26, 2024: 3 items on SERES THERAPEUTICS INC.’s Form 8-K, filed September 26, 2024: 3 approved.

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

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

Official 2024-2025 meeting results reported by SERES THERAPEUTICS INC.

These tallies are SERES THERAPEUTICS INC.’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K, filed April 14, 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. SERES THERAPEUTICS INC. reported 2 meetings in this season; each is tabulated separately below, with its own filing.

SERES THERAPEUTICS INC. — official shareholder meeting results, meeting held April 10, 2025 (Form 8-K, filed April 14, 2025)
Ballot itemForAgainst AbstainWithheldBroker non-votesSupport (of votes cast)Reported outcomeVoting standard
Elect Director: Dennis A. Ausiello, M.D. 57,960,418---- 32,806,37324,624,114 64%Not verified—
Elect Director: Willard H. Dere, M.D. 57,279,891---- 33,486,90024,624,114 63%Not verified—
Elect Director: Eric D. Shaff 55,393,022---- 35,373,76924,624,114 61%Not verified—
2. Ratification of the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the year ending December 31, 2025 99,949,5895,599,9719,841,345 --0 95%Not verified—
3. Approval, on an advisory (non-binding) basis, of the compensation of the Company's named executive officers 57,856,00432,505,142405,645 --24,624,114 64%Not verified—
4. Approval of the Seres Therapeutics, Inc. 2025 Incentive Award Plan as an amendment and restatement of the Seres Therapeutics, Inc. 2015 Incentive Award Plan 67,277,42723,192,243297,121 --24,624,114 74%Not verified—
5. Approval of amendments to the Company's Restated Certificate of Incorporation, as amended ("Certificate of Incorporation") to effect a reverse stock split 85,742,62329,461,090187,192 --0 74%Not verified—
6. Approval of amendments to the Company's Certificate of Incorporation to clarify voting requirements to amend the number of shares of authorized Common Stock and preferred stock 70,254,77020,020,479491,542 --24,624,114 78%Not verified—
7. Approval of amendments to the Company's Certificate of Incorporation to eliminate supermajority voting requirements 70,294,02120,051,889420,881 --24,624,114 78%Not verified—
8. Approval of an adjournment of the Annual Meeting, if necessary, to solicit additional proxies if there were not sufficient votes at the time of the Annual Meeting to approve Item 5, 6 or 7 85,038,06929,311,7651,041,071 --0 74%Approved—

Source: SERES THERAPEUTICS INC., Form 8-K, filed with the SEC on April 14, 2025 — read the filing on EDGAR.

SERES THERAPEUTICS INC. — official shareholder meeting results, meeting held September 26, 2024 (Form 8-K, filed September 26, 2024)
Ballot itemForAgainst AbstainWithheldBroker non-votesSupport (of votes cast)Reported outcomeVoting standard
1. The Transaction Proposal 77,099,4647,081,341156,974 ---- 92%Approved—
2. The Compensation Proposal 63,060,36120,912,098365,320 ---- 75%Approved—
3. The Adjournment Proposal 73,771,61310,272,074294,092 ---- 88%Approved—

Source: SERES THERAPEUTICS INC., Form 8-K, filed with the SEC on September 26, 2024 — read the filing on EDGAR.

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

Each item below shows how the 73 asset managers that disclosed a SERES 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.

1. Elect Director: Dennis A. Ausiello, M.D.

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Meeting held April 10, 2025.

Combines 3 wordings of this item as funds reported it.

64% Majority: yes · of votes cast

FOR 64%WITHHELD
FOR: 57,960,418WITHHELD: 32,806,373
Details: description as filed, official tally, votes by 7 asset managers

Description as filed by funds: Election of Directors: Dennis A. Ausiello

SERES THERAPEUTICS INC.’s own tally for this item (“Elect Director: Dennis A. Ausiello, M.D.”): 57,960,418 for, 32,806,373 withheld, per its Form 8-K filed April 14, 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: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 64% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 7 asset managers below reported 2,498,662 for, 3,732,310 withheld.

FORWITHHOLD
FOR: 2,498,662WITHHOLD: 3,732,310
Largest asset managers voting on “Election of Directors: Dennis A. Ausiello” at SERES THERAPEUTICS INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Fidelity8,4920 03,489,689Withhold
Vanguard1,632,2910 00For
Charles Schwab857,8790 00For
BRIDGEWAY FUNDS INC00 0239,900Withhold
Victory Capital00 01,836Withhold
Advisors' Inner Circle Fund III00 0471Withhold
Guggenheim00 0414Withhold

2. Elect Director: Eric D. Shaff

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Meeting held April 10, 2025.

Combines 3 wordings of this item as funds reported it.

61% Majority: yes · of votes cast

FOR 61%WITHHELD
FOR: 55,393,022WITHHELD: 35,373,769
Details: description as filed, official tally, votes by 7 asset managers

Description as filed by funds: Election of Directors: Eric D. Shaff

SERES THERAPEUTICS INC.’s own tally for this item (“Elect Director: Eric D. Shaff”): 55,393,022 for, 35,373,769 withheld, per its Form 8-K filed April 14, 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: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 61% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 7 asset managers below reported 2,741,283 for, 3,489,689 withheld.

FORWITHHOLD
FOR: 2,741,283WITHHOLD: 3,489,689
Largest asset managers voting on “Election of Directors: Eric D. Shaff” at SERES THERAPEUTICS INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Fidelity8,4920 03,489,689Withhold
Vanguard1,632,2910 00For
Charles Schwab857,8790 00For
BRIDGEWAY FUNDS INC239,9000 00For
Victory Capital1,8360 00For
Advisors' Inner Circle Fund III4710 00For
Guggenheim4140 00For

3. Elect Director: Willard H. Dere, M.D.

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Meeting held April 10, 2025.

Combines 3 wordings of this item as funds reported it.

63% Majority: yes · of votes cast

FOR 63%WITHHELD
FOR: 57,279,891WITHHELD: 33,486,900
Details: description as filed, official tally, votes by 7 asset managers

Description as filed by funds: Election of Directors: Willard H. Dere

SERES THERAPEUTICS INC.’s own tally for this item (“Elect Director: Willard H. Dere, M.D.”): 57,279,891 for, 33,486,900 withheld, per its Form 8-K filed April 14, 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: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 63% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 7 asset managers below reported 2,741,283 for, 3,489,689 withheld.

FORWITHHOLD
FOR: 2,741,283WITHHOLD: 3,489,689
Largest asset managers voting on “Election of Directors: Willard H. Dere” at SERES THERAPEUTICS INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Fidelity8,4920 03,489,689Withhold
Vanguard1,632,2910 00For
Charles Schwab857,8790 00For
BRIDGEWAY FUNDS INC239,9000 00For
Victory Capital1,8360 00For
Advisors' Inner Circle Fund III4710 00For
Guggenheim4140 00For

4. The Transaction Proposal

Official resultEXTRAORDINARY TRANSACTIONSReported outcome: Approved

Meeting held September 26, 2024.

Combines 2 wordings of this item as funds reported it.

92% Approved · of votes cast

FOR 92%
FOR: 77,099,464AGAINST: 7,081,341
Details: description as filed, official tally, votes by 7 asset managers

Description as filed by funds: To approve the proposed sale (the "Transaction") of Seres' VOWST microbiome therapeutic business to Societe des Produits Nestle S.A. ("SPN") pursuant to the terms of the Asset Purchase Agreement, dated as of August 5, 2024, by and between Seres and SPN (the "Transaction Proposal").

SERES THERAPEUTICS INC.’s own tally for this item (“1. The Transaction Proposal”): 77,099,464 for, 7,081,341 against — passed, per its Form 8-K filed September 26, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “The number of votes cast for and against, as well as abstention votes, with respect to each proposal presented at the Special Meeting was as follows: Proposal No. 1: The Transaction Proposal The Company's stockholders approved the proposed sale of the Company's VOWST Business to SPN pursuant to the…”
Support: 92% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 7 asset managers below reported 12,828,756 for.

FOR
FOR: 12,828,756
Largest asset managers voting on “To approve the proposed sale (the "Transaction") of Seres' VOWST microbiome therapeutic business to Societe de” at SERES THERAPEUTICS INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Fidelity8,731,6340 00For
Vanguard3,577,8770 00For
Charles Schwab268,2040 00For
BRIDGEWAY FUNDS INC250,0000 00For
Advisors' Inner Circle Fund III4460 00For
Guggenheim4140 00For
Victory Capital1810 00For

5. Approval of amendments to the Company's Certificate of Incorporation to eliminate supermajority voting requirements

Outcome not verifiedSHAREHOLDER RIGHTS AND DEFENSESReported outcome: Not verified

Meeting held April 10, 2025.

78% Majority: yes · of votes cast

FOR 78%AGAINST
FOR: 70,294,021AGAINST: 20,051,889
Details: description as filed, official tally, votes by 7 asset managers

Description as filed by funds: APPROVAL OF AMENDMENTS TO OUR RESTATED CERTIFICATE OF INCORPORATION, AS AMENDED, TO ELIMINATE SUPERMAJORITY VOTING REQUIREMENTS.

SERES THERAPEUTICS INC.’s own tally for this item (“7. Approval of amendments to the Company's Certificate of Incorporation to eliminate supermajority voting requirements”): 70,294,021 for, 20,051,889 against, per its Form 8-K filed April 14, 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: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 78% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 7 asset managers below reported 6,230,972 for.

FOR
FOR: 6,230,972
Largest asset managers voting on “APPROVAL OF AMENDMENTS TO OUR RESTATED CERTIFICATE OF INCORPORATION, AS AMENDED, TO ELIMINATE SUPERMAJORITY VO” at SERES THERAPEUTICS INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Fidelity3,498,1810 00For
Vanguard1,632,2910 00For
Charles Schwab857,8790 00For
BRIDGEWAY FUNDS INC239,9000 00For
Victory Capital1,8360 00For
Advisors' Inner Circle Fund III4710 00For
Guggenheim4140 00For

6. Approval of amendments to the Company's Certificate of Incorporation to clarify voting requirements to amend the number…

Outcome not verifiedCAPITAL STRUCTUREReported outcome: Not verified

Meeting held April 10, 2025.

78% Majority: yes · of votes cast

FOR 78%AGAINST
FOR: 70,254,770AGAINST: 20,020,479
Details: description as filed, official tally, votes by 7 asset managers

Description as filed by funds: APPROVAL OF AMENDMENTS TO OUR RESTATED CERTIFICATE OF INCORPORATION, AS AMENDED, TO CLARIFY VOTING REQUIREMENTS TO AMEND THE NUMBER OF SHARES OF AUTHORIZED COMMON STOCK AND PREFERRED STOCK.

SERES THERAPEUTICS INC.’s own tally for this item (“6. Approval of amendments to the Company's Certificate of Incorporation to clarify voting requirements to amend the number of shares of authorized Common Stock and preferred stock”): 70,254,770 for, 20,020,479 against, per its Form 8-K filed April 14, 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: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 78% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 7 asset managers below reported 6,230,972 for.

FOR
FOR: 6,230,972
Largest asset managers voting on “APPROVAL OF AMENDMENTS TO OUR RESTATED CERTIFICATE OF INCORPORATION, AS AMENDED, TO CLARIFY VOTING REQUIREMENT” at SERES THERAPEUTICS INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Fidelity3,498,1810 00For
Vanguard1,632,2910 00For
Charles Schwab857,8790 00For
BRIDGEWAY FUNDS INC239,9000 00For
Victory Capital1,8360 00For
Advisors' Inner Circle Fund III4710 00For
Guggenheim4140 00For

7. Approval of amendments to the Company's Restated Certificate of Incorporation, as amended ("Certificate of…

Outcome not verifiedCAPITAL STRUCTUREReported outcome: Not verified

Meeting held April 10, 2025.

74% Majority: yes · of votes cast

FOR 74%AGAINST
FOR: 85,742,623AGAINST: 29,461,090
Details: description as filed, official tally, votes by 7 asset managers

Description as filed by funds: APPROVAL OF AMENDMENTS TO OUR RESTATED CERTIFICATE OF INCORPORATION, AS AMENDED, TO EFFECT A REVERSE STOCK SPLIT.

SERES THERAPEUTICS INC.’s own tally for this item (“5. Approval of amendments to the Company's Restated Certificate of Incorporation, as amended ("Certificate of Incorporation") to effect a reverse stock split”): 85,742,623 for, 29,461,090 against, per its Form 8-K filed April 14, 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: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 74% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 7 asset managers below reported 6,230,972 for.

FOR
FOR: 6,230,972
Largest asset managers voting on “APPROVAL OF AMENDMENTS TO OUR RESTATED CERTIFICATE OF INCORPORATION, AS AMENDED, TO EFFECT A REVERSE STOCK SPL” at SERES THERAPEUTICS INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Fidelity3,498,1810 00For
Vanguard1,632,2910 00For
Charles Schwab857,8790 00For
BRIDGEWAY FUNDS INC239,9000 00For
Victory Capital1,8360 00For
Advisors' Inner Circle Fund III4710 00For
Guggenheim4140 00For

8. Approval of an adjournment of the Annual Meeting, if necessary, to solicit additional proxies if there were not…

Official resultCORPORATE GOVERNANCEReported outcome: Approved

Meeting held April 10, 2025.

74% Approved · of votes cast

FOR 74%AGAINST
FOR: 85,038,069AGAINST: 29,311,765
Details: description as filed, official tally, votes by 7 asset managers

Description as filed by funds: APPROVAL OF AN ADJOURNMENT OF THE ANNUAL MEETING, IF NECESSARY, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE NOT SUFFICIENT VOTES AT THE TIME OF THE ANNUAL MEETING TO APPROVE PROPOSALS 5, 6 OR 7.

SERES THERAPEUTICS INC.’s own tally for this item (“8. Approval of an adjournment of the Annual Meeting, if necessary, to solicit additional proxies if there were not sufficient votes at the time of the Annual Meeting to approve Item 5, 6 or 7”): 85,038,069 for, 29,311,765 against — passed, per its Form 8-K filed April 14, 2025 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Item 8 - Approval of an adjournment of the Annual Meeting, if necessary, to solicit additional proxies if there were not sufficient votes at the time of the Annual Meeting to approve Item 5, 6 or 7.”
Support: 74% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 7 asset managers below reported 6,230,972 for.

FOR
FOR: 6,230,972
Largest asset managers voting on “APPROVAL OF AN ADJOURNMENT OF THE ANNUAL MEETING, IF NECESSARY, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE NOT” at SERES THERAPEUTICS INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Fidelity3,498,1810 00For
Vanguard1,632,2910 00For
Charles Schwab857,8790 00For
BRIDGEWAY FUNDS INC239,9000 00For
Victory Capital1,8360 00For
Advisors' Inner Circle Fund III4710 00For
Guggenheim4140 00For

9. The Adjournment Proposal

Official resultCORPORATE GOVERNANCEReported outcome: Approved

Meeting held September 26, 2024.

88% Approved · of votes cast

FOR 88%
FOR: 73,771,613AGAINST: 10,272,074
Details: description as filed, official tally, votes by 7 asset managers

Description as filed by funds: TO APPROVE THE ADJOURNMENT OF THE SPECIAL MEETING TO A LATER DATE OR DATES, IF NECESSARY, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT VOTES TO ADOPT THE TRANSACTION PROPOSAL AT THE TIME OF THE SPECIAL MEETING.

SERES THERAPEUTICS INC.’s own tally for this item (“3. The Adjournment Proposal”): 73,771,613 for, 10,272,074 against — passed, per its Form 8-K filed September 26, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Proposal No. 3: The Adjournment Proposal The Company's stockholders approved the proposal to adjourn the Special Meeting to a later date or dates, if necessary, to solicit additional proxies to approve the Transaction Proposal as follows:”
Support: 88% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 7 asset managers below reported 11,869,048 for, 959,708 against.

FOR
FOR: 11,869,048AGAINST: 959,708
Largest asset managers voting on “TO APPROVE THE ADJOURNMENT OF THE SPECIAL MEETING TO A LATER DATE OR DATES, IF NECESSARY, TO SOLICIT ADDITIONA” at SERES THERAPEUTICS INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Fidelity7,771,926959,708 00Mixed
Vanguard3,577,8770 00For
Charles Schwab268,2040 00For
BRIDGEWAY FUNDS INC250,0000 00For
Advisors' Inner Circle Fund III4460 00For
Guggenheim4140 00For
Victory Capital1810 00For

10. Approval of the Seres Therapeutics, Inc. 2025 Incentive Award Plan as an amendment and restatement of the Seres…

Outcome not verifiedCOMPENSATIONReported outcome: Not verified

Meeting held April 10, 2025.

74% Majority: yes · of votes cast

FOR 74%AGAINST
FOR: 67,277,427AGAINST: 23,192,243
Details: description as filed, official tally, votes by 7 asset managers

Description as filed by funds: APPROVAL OF THE SERES THERAPEUTICS, INC. 2025 INCENTIVE AWARD PLAN AS AN AMENDMENT AND RESTATEMENT OF THE SERES THERAPEUTICS, INC. 2015 INCENTIVE AWARD PLAN, WHICH IS SCHEDULED TO EXPIRE IN 2025.

SERES THERAPEUTICS INC.’s own tally for this item (“4. Approval of the Seres Therapeutics, Inc. 2025 Incentive Award Plan as an amendment and restatement of the Seres Therapeutics, Inc. 2015 Incentive Award Plan”): 67,277,427 for, 23,192,243 against, per its Form 8-K filed April 14, 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: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 74% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 7 asset managers below reported 6,230,501 for, 471 against.

FOR
FOR: 6,230,501AGAINST: 471
Largest asset managers voting on “APPROVAL OF THE SERES THERAPEUTICS, INC. 2025 INCENTIVE AWARD PLAN AS AN AMENDMENT AND RESTATEMENT OF THE SERE” at SERES THERAPEUTICS INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Fidelity3,498,1810 00For
Vanguard1,632,2910 00For
Charles Schwab857,8790 00For
BRIDGEWAY FUNDS INC239,9000 00For
Victory Capital1,8360 00For
Advisors' Inner Circle Fund III0471 00Against
Guggenheim4140 00For

11. The Compensation Proposal

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

Meeting held September 26, 2024.

Combines 5 wordings of this item as funds reported it.

75% Approved · of votes cast

FOR 75%AGAINST
FOR: 63,060,361AGAINST: 20,912,098
Details: description as filed, official tally, votes by 63 asset managers

Description as filed by funds: TO APPROVE, ON A NON-BINDING, ADVISORY BASIS, CERTAIN COMPENSATION THAT WILL OR MAY BECOME PAYABLE TO OUR NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE TRANSACTION.

SERES THERAPEUTICS INC.’s own tally for this item (“2. The Compensation Proposal”): 63,060,361 for, 20,912,098 against — passed, per its Form 8-K filed September 26, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Proposal No. 2: The Compensation Proposal The Company's stockholders approved, on a non-binding, advisory basis, certain compensation that will or may become payable to the Company's named executive officers in connection with the Transaction as follows:”
Support: 75% 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: 7 asset managers voting on “TO APPROVE, ON A NON-BINDING, ADVISORY BASIS, CERTAIN COMPENSATION THAT WILL OR MAY BECOME PAYABLE TO OUR NAME” at SERES THERAPEUTICS INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Fidelity8,731,6340 00For
Vanguard3,577,8770 00For
Charles Schwab268,2040 00For
BRIDGEWAY FUNDS INC250,0000 00For
Advisors' Inner Circle Fund III4460 00For
Guggenheim4140 00For
Victory Capital1810 00For

Fund voting reports, all 7 managers: 12,828,756 for.

Institutional-manager reports: 59 asset managers voting on “TO APPROVE, ON A NON-BINDING, ADVISORY BASIS, CERTAIN COMPENSATION THAT WILL OR MAY BECOME PAYABLE TO OUR NAME” at SERES THERAPEUTICS INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Fidelity17,159,0590 00For
BlackRock1,466,9920 00For
GEODE CAPITAL MANAGEMENT, LLC1,090,6100 00For
Charles Schwab268,2040 00For
BRIDGEWAY CAPITAL MANAGEMENT, LLC250,0000 00For
Soviero Asset Management, LP180,0000 00For
Northern Trust168,1360 00For
Point72114,8780 00For
Janney Montgomery Scott LLC75,0980 00For
T. Rowe Price67,3920 00For
State Street65,2480 00For
Vanguard60,7220 00For
Pennant Investors, LP58,4600 00For
HighTower Advisors, LLC55,0000 00For
Prudential/PGIM27,8700 00For
STIFEL NICOLAUS & CO INC \MO\22,4800 00For
Focus Partners Wealth20,9680 00For
Wilkinson Global Asset Management LLC13,2650 00For
Invesco10,9380 00For
MELLON INVESTMENTS Corp9,5570 00For
Beacon Pointe Advisors, LLC8,1620 00For
Ethic Inc.7,0470 00For
BROWN ADVISORY INC5,0000 00For
Russell Investments3,6980 00For
FIDELIS CAPITAL PARTNERS, LLC3,0830 00For

Institutional-manager reports, all 59 managers: 21,233,714 for, 308 against. Showing the 25 largest; every one is in the interactive database (link above).

12. Approval, on an advisory (non-binding) basis, of the compensation of the Company's named executive officers

Outcome not verifiedFund totals may overlapSECTION 14A SAY-ON-PAY VOTESReported outcome: Not verified

Meeting held April 10, 2025.

Combines 6 wordings of this item as funds reported it.

64% Majority: yes · of votes cast

FOR 64%AGAINST
FOR: 57,856,004AGAINST: 32,505,142
Details: description as filed, official tally, votes by 58 asset managers

Description as filed by funds: APPROVAL, ON AN ADVISORY (NON-BINDING) BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.

SERES THERAPEUTICS INC.’s own tally for this item (“3. Approval, on an advisory (non-binding) basis, of the compensation of the Company's named executive officers”): 57,856,004 for, 32,505,142 against, per its Form 8-K filed April 14, 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: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 64% 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: 7 asset managers voting on “APPROVAL, ON AN ADVISORY (NON-BINDING) BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.” at SERES THERAPEUTICS INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Fidelity8,4923,489,689 00Against
Vanguard1,632,2910 00For
Charles Schwab857,8790 00For
BRIDGEWAY FUNDS INC239,9000 00For
Victory Capital1,8360 00For
Advisors' Inner Circle Fund III4710 00For
Guggenheim4140 00For

Fund voting reports, all 7 managers: 2,741,283 for, 3,489,689 against.

Institutional-manager reports: 55 asset managers voting on “APPROVAL, ON AN ADVISORY (NON-BINDING) BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.” at SERES THERAPEUTICS INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Flagship Pioneering Inc.23,117,0450 00For
Fidelity013,177,710 00Against
Charles Schwab857,8790 00For
BlackRock257,1920 00For
BRIDGEWAY CAPITAL MANAGEMENT, LLC239,9000 00For
Northern Trust186,0540 00For
State Street183,7480 00For
Vanguard91,8340 00For
HighTower Advisors, LLC70,0000 00For
Two Sigma32,2060 00For
Janney Montgomery Scott LLC29,0000 00For
STIFEL NICOLAUS & CO INC \MO\20,4800 00For
Wilkinson Global Asset Management LLC13,2650 00For
CAPTRUST FINANCIAL ADVISORS13,1000 00For
GEODE CAPITAL MANAGEMENT, LLC11,8900 00For
MELLON INVESTMENTS Corp9,5570 00For
Beacon Pointe Advisors, LLC7,9120 00For
FIDELIS CAPITAL PARTNERS, LLC2,9010 00For
Ethic Inc.2,7370 00For
CIBC Asset Management Inc2,6200 00For
Fisher Asset Management, LLC2,0000 00For
Victory Capital1,8360 00For
Freedom Investment Management, Inc.1,7340 00For
COLDSTREAM CAPITAL MANAGEMENT INC1,5970 00For
MML INVESTORS SERVICES, LLC1,2690 00For

Institutional-manager reports, all 55 managers: 25,167,964 for, 13,178,018 against. Showing the 25 largest; every one is in the interactive database (link above).

13. Ratification of the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting…

Outcome not verifiedAUDIT-RELATEDReported outcome: Not verified

Meeting held April 10, 2025.

Combines 2 wordings of this item as funds reported it.

95% Majority: yes · of votes cast

FOR 95%
FOR: 99,949,589AGAINST: 5,599,971
Details: description as filed, official tally, votes by 7 asset managers

Description as filed by funds: Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025.

SERES THERAPEUTICS INC.’s own tally for this item (“2. Ratification of the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the year ending December 31, 2025”): 99,949,589 for, 5,599,971 against, per its Form 8-K filed April 14, 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: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 95% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 7 asset managers below reported 6,230,501 for, 471 against.

FOR
FOR: 6,230,501AGAINST: 471
Largest asset managers voting on “Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting ” at SERES THERAPEUTICS INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Fidelity3,498,1810 00For
Vanguard1,632,2910 00For
Charles Schwab857,8790 00For
BRIDGEWAY FUNDS INC239,9000 00For
Victory Capital1,8360 00For
Advisors' Inner Circle Fund III0471 00Against
Guggenheim4140 00For

Largest SERES THERAPEUTICS 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 174,358,753 shares outstanding at the time of that meeting.

Fund voting reports: top SERES THERAPEUTICS INC. shareholders by shares voted on “TO APPROVE, ON A NON-BINDING, ADVISORY BASIS, CERTAIN COMPENSATION THAT WILL OR MAY BECOME…”, 2024-2025
#Asset manager % of shares outstanding
1Fidelity 5.01%
2Vanguard 2.05%
3Charles Schwab 0.15%
4BRIDGEWAY FUNDS INC 0.14%
5Advisors' Inner Circle Fund III <0.01%
6Guggenheim <0.01%
7Victory Capital <0.01%
Institutional-manager reports: top SERES THERAPEUTICS INC. shareholders by shares voted on “TO APPROVE, ON A NON-BINDING, ADVISORY BASIS, CERTAIN COMPENSATION THAT WILL OR MAY BECOME…”, 2024-2025
#Asset manager % of shares outstanding
1Fidelity 9.84%
2BlackRock 0.84%
3GEODE CAPITAL MANAGEMENT, LLC 0.63%
4Charles Schwab 0.15%
5BRIDGEWAY CAPITAL MANAGEMENT, LLC 0.14%
6Soviero Asset Management, LP 0.10%
7Northern Trust 0.10%
8Point72 0.07%
9Janney Montgomery Scott LLC 0.04%
10T. Rowe Price 0.04%

Reported SERES THERAPEUTICS 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.

SERES THERAPEUTICS INC. holdings and ownership disclosed for the 2024-2025 proxy season
Holder % outstanding Disclosure
Entities affiliated with Flagship Pioneering 13.26% DEF14A
Nestlé S.A. 12.49% DEF14A
Eric D. Shaff 1.66% DEF14A
Thomas J. DesRosier 0.70% DEF14A
Lisa von Moltke, M.D. 0.41% DEF14A
Dennis A. Ausiello, M.D. 0.21% DEF14A
Richard N. Kender 0.18% DEF14A
Kurt C. Graves 0.18% DEF14A
Stephen A. Berenson 0.17% DEF14A
Willard H. Dere, M.D. 0.16% DEF14A

Percentages above are of 174,358,753 shares outstanding, as reported by SERES THERAPEUTICS INC. on its Form 10-K dated March 7, 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 SERES THERAPEUTICS INC.’s 10-K dated March 7, 2025. This page is a static snapshot rebuilt weekly on November 8, 2026; a live search always shows the current data.

SERES THERAPEUTICS INC. proxy season coverage: 2023-2024 · 2024-2025 (this page).

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proxyvotesnow.com, “SERES THERAPEUTICS (MCRB) 2024-2025 Annual & Special Meetings”, https://proxyvotesnow.com/company/seres-therapeutics-inc/2025 (version of November 8, 2026). Derived from SEC Form N-PX and Form 8-K filings; tables licensed CC BY 4.0. Licence: CC BY 4.0.