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At VROOM INC.'s 2 shareholder meetings in the 2023-2024 proxy season (held February 5, 2024 and June 13, 2024), 60 asset managers reported how they voted in their SEC Form N-PX filings, covering 315 separate fund positions. Their filings are grouped here into 14 reported items; because filers word the same ballot item differently, that can be more than the number of items on the ballot. No official Form 8-K vote tally has been matched to this meeting, so this page states no certified outcome for its most widely held ballot item. On that item — APPROVE, ON AN ADVISORY (NON-BINDING) BASIS, THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS… — the reporting funds and managers cast 88% of the shares they voted in favour (FOR divided by FOR plus AGAINST plus WITHHELD; abstained and unvoted shares are excluded because neither took a side). Fund and manager reports are combined in it and may count the same shares twice: it adds fund reports to institutional-manager reports, which can cover the same shares. It is not the company's certified result.
Download data (CSV): ballot items · votes by manager · column guide.
Compiled from SEC Form N-PX filings and VROOM INC.’s Form 8-K, filed February 7, 2024 (Item 5.07 on EDGAR). Page generated November 8, 2026.
Meeting of February 5, 2024: 2 items on VROOM INC.’s Form 8-K, filed February 7, 2024: 1 approved · 1 without a stated outcome.
None.
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 2025-2026
Explore VROOM INC. in the interactive database Compare manager voting policies
These tallies are VROOM INC.’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K, filed February 7, 2024 (Item 5.07, “Submission of Matters to a Vote of Security Holders”). They cover every share voted at the meeting, not just the funds that file Form N-PX.
| Ballot item | For | Against | Abstain | Withheld | Broker non-votes | Support (of votes cast) | Reported outcome | Voting standard |
|---|---|---|---|---|---|---|---|---|
| 1. To approve amendments to the Company's amended and restated certificate of incorporation, to effect a reverse stock split of the Common Stock at a ratio ranging from any whole number between 1-for-35 and 1-for-80, as determined by the Board of Directors (th | 69,766,590 | 15,844,556 | 296,441 | -- | 0 | 81% | Not verified | — |
| 2. To approve an adjournment of the Meeting, if necessary, to solicit additional proxies if there are not sufficient votes at the time of the Meeting to approve Proposal 1 | 70,471,161 | 14,429,324 | 1,007,102 | -- | 0 | 83% | Approved | — |
Source: VROOM INC., Form 8-K, filed with the SEC on February 7, 2024 — read the filing on EDGAR.
Each item below shows how the 60 asset managers that disclosed a VROOM 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 VROOM 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.
Meeting held June 13, 2024; no official results are on file for this meeting.
Combines 2 wordings of this item as funds reported it.
100% of fund votes cast · no official result
The 7 asset managers below reported 41,203 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.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Charles Schwab | 22,031 | 0 | 0 | 0 | For |
| Vanguard | 9,807 | 0 | 0 | 0 | For |
| Gabelli | 6,000 | 0 | 0 | 0 | For |
| Invesco | 2,499 | 0 | 0 | 0 | For |
| Fidelity | 851 | 0 | 0 | 0 | For |
| T. Rowe Price | 11 | 0 | 0 | 0 | For |
| Advisors' Inner Circle Fund III | 4 | 0 | 0 | 0 | For |
Meeting held June 13, 2024; no official results are on file for this meeting.
Combines 3 wordings of this item as funds reported it.
100% of fund votes cast · no official result
The 6 asset managers below reported 35,203 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.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Charles Schwab | 22,031 | 0 | 0 | 0 | For |
| Vanguard | 9,807 | 0 | 0 | 0 | For |
| Invesco | 2,499 | 0 | 0 | 0 | For |
| Fidelity | 851 | 0 | 0 | 0 | For |
| T. Rowe Price | 11 | 0 | 0 | 0 | For |
| Advisors' Inner Circle Fund III | 4 | 0 | 0 | 0 | For |
Meeting held June 13, 2024; no official results are on file for this meeting.
Combines 3 wordings of this item as funds reported it.
100% of fund votes cast · no official result
The 6 asset managers below reported 35,203 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.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Charles Schwab | 22,031 | 0 | 0 | 0 | For |
| Vanguard | 9,807 | 0 | 0 | 0 | For |
| Invesco | 2,499 | 0 | 0 | 0 | For |
| Fidelity | 851 | 0 | 0 | 0 | For |
| T. Rowe Price | 11 | 0 | 0 | 0 | For |
| Advisors' Inner Circle Fund III | 4 | 0 | 0 | 0 | For |
Meeting held June 13, 2024; no official results are on file for this meeting.
Combines 3 wordings of this item as funds reported it.
100% of fund votes cast · no official result
The 6 asset managers below reported 35,203 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.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Charles Schwab | 22,031 | 0 | 0 | 0 | For |
| Vanguard | 9,807 | 0 | 0 | 0 | For |
| Invesco | 2,499 | 0 | 0 | 0 | For |
| Fidelity | 851 | 0 | 0 | 0 | For |
| T. Rowe Price | 11 | 0 | 0 | 0 | For |
| Advisors' Inner Circle Fund III | 4 | 0 | 0 | 0 | For |
Meeting held June 13, 2024; no official results are on file for this meeting.
Combines 3 wordings of this item as funds reported it.
100% of fund votes cast · no official result
The 6 asset managers below reported 35,203 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.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Charles Schwab | 22,031 | 0 | 0 | 0 | For |
| Vanguard | 9,807 | 0 | 0 | 0 | For |
| Invesco | 2,499 | 0 | 0 | 0 | For |
| Fidelity | 851 | 0 | 0 | 0 | For |
| T. Rowe Price | 11 | 0 | 0 | 0 | For |
| Advisors' Inner Circle Fund III | 4 | 0 | 0 | 0 | For |
Meeting held June 13, 2024; no official results are on file for this meeting.
Combines 3 wordings of this item as funds reported it.
100% of fund votes cast · no official result
The 6 asset managers below reported 35,203 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.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Charles Schwab | 22,031 | 0 | 0 | 0 | For |
| Vanguard | 9,807 | 0 | 0 | 0 | For |
| Invesco | 2,499 | 0 | 0 | 0 | For |
| Fidelity | 851 | 0 | 0 | 0 | For |
| T. Rowe Price | 11 | 0 | 0 | 0 | For |
| Advisors' Inner Circle Fund III | 4 | 0 | 0 | 0 | For |
Meeting held June 13, 2024; no official results are on file for this meeting.
Combines 3 wordings of this item as funds reported it.
100% of fund votes cast · no official result
The 6 asset managers below reported 35,203 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.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Charles Schwab | 22,031 | 0 | 0 | 0 | For |
| Vanguard | 9,807 | 0 | 0 | 0 | For |
| Invesco | 2,499 | 0 | 0 | 0 | For |
| Fidelity | 851 | 0 | 0 | 0 | For |
| T. Rowe Price | 11 | 0 | 0 | 0 | For |
| Advisors' Inner Circle Fund III | 4 | 0 | 0 | 0 | For |
Meeting held June 13, 2024; no official results are on file for this meeting.
Combines 3 wordings of this item as funds reported it.
100% of fund votes cast · no official result
The 6 asset managers below reported 35,203 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.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Charles Schwab | 22,031 | 0 | 0 | 0 | For |
| Vanguard | 9,807 | 0 | 0 | 0 | For |
| Invesco | 2,499 | 0 | 0 | 0 | For |
| Fidelity | 851 | 0 | 0 | 0 | For |
| T. Rowe Price | 11 | 0 | 0 | 0 | For |
| Advisors' Inner Circle Fund III | 4 | 0 | 0 | 0 | For |
Meeting held February 5, 2024.
Combines 2 wordings of this item as funds reported it.
81% Majority: yes · of votes cast
Description as filed by funds: Approval of amendments to the Company's current amended and restated certificate of incorporation to effect a reverse stock split of the Company's common stock at a ratio ranging from any whole number between 1-for-35 and 1-for-80, as determined by the Board of Directors in its discretion, subject to the Board of Directors authority to abandon such amendments.
VROOM INC.’s own tally for this item (“1. To approve amendments to the Company's amended and restated certificate of incorporation, to effect a reverse stock split of the Common Stock at a ratio ranging from any whole number between 1-for-35 and 1-for-80, as ”): 69,766,590 for, 15,844,556 against, per its Form 8-K filed February 7, 2024 (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: 81% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
The 9 asset managers below reported 12,754,038 for.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Charles Schwab | 5,959,816 | 0 | 0 | 0 | For |
| Vanguard | 4,168,682 | 0 | 0 | 0 | For |
| Invesco | 1,868,660 | 0 | 0 | 0 | For |
| Gabelli | 543,972 | 0 | 0 | 0 | For |
| BRIDGEWAY FUNDS INC | 100,000 | 0 | 0 | 0 | For |
| T. Rowe Price | 85,800 | 0 | 0 | 0 | For |
| Fidelity | 26,626 | 0 | 0 | 0 | For |
| Advisors' Inner Circle Fund III | 368 | 0 | 0 | 0 | For |
| Nationwide | 114 | 0 | 0 | 0 | For |
Meeting held February 5, 2024.
83% Approved · of votes cast
Description as filed by funds: APPROVAL OF AN ADJOURNMENT OF THE SPECIAL MEETING, IF NECESSARY, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE NOT SUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING TO APPROVE PROPOSAL 1.
VROOM INC.’s own tally for this item (“2. To approve an adjournment of the Meeting, if necessary, to solicit additional proxies if there are not sufficient votes at the time of the Meeting to approve Proposal 1”): 70,471,161 for, 14,429,324 against — passed, per its Form 8-K filed February 7, 2024 (Item 5.07).
Reported outcome: Approved, in the filing’s own words: “Proposal 2 were approved.”
Support: 83% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
The 9 asset managers below reported 12,668,238 for, 85,800 against.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Charles Schwab | 5,959,816 | 0 | 0 | 0 | For |
| Vanguard | 4,168,682 | 0 | 0 | 0 | For |
| Invesco | 1,868,660 | 0 | 0 | 0 | For |
| Gabelli | 543,972 | 0 | 0 | 0 | For |
| BRIDGEWAY FUNDS INC | 100,000 | 0 | 0 | 0 | For |
| T. Rowe Price | 0 | 85,800 | 0 | 0 | Against |
| Fidelity | 26,626 | 0 | 0 | 0 | For |
| Advisors' Inner Circle Fund III | 368 | 0 | 0 | 0 | For |
| Nationwide | 114 | 0 | 0 | 0 | For |
Meeting held June 13, 2024; no official results are on file for this meeting.
0.1% of fund votes cast · no official result
Description as filed by funds: APPROVE THE AMENDMENT OF THE COMPANY'S 2020 INCENTIVE AWARD PLAN.
The 7 asset managers below reported 4 for, 41,199 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.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Charles Schwab | 0 | 22,031 | 0 | 0 | Against |
| Vanguard | 0 | 9,807 | 0 | 0 | Against |
| Gabelli | 0 | 6,000 | 0 | 0 | Against |
| Invesco | 0 | 2,499 | 0 | 0 | Against |
| Fidelity | 0 | 851 | 0 | 0 | Against |
| T. Rowe Price | 0 | 11 | 0 | 0 | Against |
| Advisors' Inner Circle Fund III | 4 | 0 | 0 | 0 | For |
Meeting held June 13, 2024; no official results are on file for this meeting.
Combines 3 wordings of this item as funds reported it.
88% Fund and manager reports combined; may count the same shares twice · no official result
Description as filed by funds: APPROVE, ON AN ADVISORY (NON-BINDING) BASIS, THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS OF THE COMPANY.
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). 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.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Charles Schwab | 22,031 | 0 | 0 | 0 | For |
| Vanguard | 9,807 | 0 | 0 | 0 | For |
| Gabelli | 6,000 | 0 | 0 | 0 | For |
| Invesco | 0 | 2,499 | 0 | 0 | Against |
| Fidelity | 851 | 0 | 0 | 0 | For |
| T. Rowe Price | 11 | 0 | 0 | 0 | For |
| Advisors' Inner Circle Fund III | 4 | 0 | 0 | 0 | For |
Fund voting reports, all 7 managers: 38,704 for, 2,499 against.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| General Catalyst Group Management, LLC | 38,145 | 0 | 0 | 0 | For |
| Charles Schwab | 22,031 | 0 | 0 | 0 | For |
| NISA INVESTMENT ADVISORS, LLC | 0 | 9,822 | 0 | 0 | Against |
| Invesco | 0 | 2,499 | 0 | 0 | Against |
| Two Sigma | 1,800 | 0 | 0 | 0 | For |
| Renaissance | 1,545 | 0 | 0 | 0 | For |
| Northern Trust | 1,417 | 0 | 0 | 0 | For |
| Goldman Sachs | 1,226 | 0 | 0 | 0 | For |
| CAPSTONE INVESTMENT ADVISORS, LLC | 1,173 | 0 | 0 | 0 | For |
| GEODE CAPITAL MANAGEMENT, LLC | 1,028 | 0 | 0 | 0 | For |
| Fidelity | 909 | 0 | 0 | 0 | For |
| SILVERBACK ASSET MANAGEMENT LLC | 0 | 620 | 0 | 0 | Against |
| State Street | 589 | 0 | 0 | 0 | For |
| PARAMETRIC PORTFOLIO ASSOCIATES LLC | 576 | 0 | 0 | 0 | For |
| Vanguard | 575 | 0 | 0 | 0 | For |
| PUBLIC EMPLOYEES RETIREMENT SYSTEM OF OHIO | 558 | 0 | 0 | 0 | For |
| Gabelli | 461 | 0 | 0 | 0 | For |
| Citadel | 427 | 0 | 0 | 0 | For |
| HighTower Advisors, LLC | 330 | 0 | 0 | 0 | For |
| Corient Private Wealth LLC | 271 | 0 | 0 | 0 | For |
| Evercore Wealth Management, LLC | 0 | 266 | 0 | 0 | Against |
| STIFEL NICOLAUS & CO INC \MO\ | 170 | 0 | 0 | 0 | For |
| Wakefield Asset Management LLLP | 156 | 0 | 0 | 0 | For |
| First Affirmative Financial Network | 0 | 99 | 0 | 0 | Against |
| Point72 | 94 | 0 | 0 | 0 | For |
Institutional-manager reports, all 52 managers: 73,804 for, 13,371 against. Showing the 25 largest; every one is in the interactive database (link above).
Meeting held June 13, 2024; no official results are on file for this meeting.
100% of fund votes cast · no official result
The 2 asset managers below reported 113,667 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.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Catterton Management Company, L.L.C. | 113,665 | 0 | 0 | 0 | For |
| TD ASSET MANAGEMENT INC | 2 | 0 | 0 | 0 | For |
Meeting held June 13, 2024; no official results are on file for this meeting.
100% of fund votes cast · no official result
Description as filed by funds: RATIFY THE APPOINTMENT OF RSM US LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2024.
The 7 asset managers below reported 41,203 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.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Charles Schwab | 22,031 | 0 | 0 | 0 | For |
| Vanguard | 9,807 | 0 | 0 | 0 | For |
| Gabelli | 6,000 | 0 | 0 | 0 | For |
| Invesco | 2,499 | 0 | 0 | 0 | For |
| Fidelity | 851 | 0 | 0 | 0 | For |
| T. Rowe Price | 11 | 0 | 0 | 0 | For |
| Advisors' Inner Circle Fund III | 4 | 0 | 0 | 0 | For |
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 139,769,070 shares outstanding at the time of that meeting.
| # | Asset manager | % of shares outstanding |
|---|---|---|
| 1 | Charles Schwab | 4.26% |
| 2 | Vanguard | 2.98% |
| 3 | Invesco | 1.34% |
| 4 | Gabelli | 0.39% |
| 5 | BRIDGEWAY FUNDS INC | 0.07% |
| 6 | T. Rowe Price | 0.06% |
| 7 | Fidelity | 0.02% |
| 8 | Advisors' Inner Circle Fund III | <0.01% |
| 9 | Nationwide | <0.01% |
| # | Asset manager | % of shares outstanding |
|---|---|---|
| 1 | General Catalyst Group Management, LLC | 0.03% |
| 2 | Charles Schwab | 0.02% |
| 3 | NISA INVESTMENT ADVISORS, LLC | <0.01% |
| 4 | Invesco | <0.01% |
| 5 | Two Sigma | <0.01% |
| 6 | Renaissance | <0.01% |
| 7 | Northern Trust | <0.01% |
| 8 | Goldman Sachs | <0.01% |
| 9 | CAPSTONE INVESTMENT ADVISORS, LLC | <0.01% |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | <0.01% |
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.
| Holder | % outstanding | Disclosure |
|---|---|---|
| Mudrick Capital Management, L.P. | 2.83% | 13D |
| Silverback Asset Management, LLC | 0.30% | 13G |
| BANK OF AMERICA CORP /DE/ | 0.19% | 13G |
| Charles Schwab | 0.10% | 13F |
| Entities affiliated with L Catterton | 0.08% | DEF14A |
| CGP2 Cumulus, L.P. | 0.03% | 13D |
| Invesco | 0.03% | 13F |
| Robert J. Mylod, Jr. | 0.02% | DEF14A |
| Geode Capital | 0.01% | 13F |
| Renaissance Technologies | 0.01% | 13F |
Percentages above are of 139,769,070 shares outstanding, as reported by VROOM INC. on its Form 10-Q dated November 3, 2023 (see the filing on EDGAR). This is the count contemporaneous with the 2023-2024 meeting, not today’s. Each holding is as of its own filing, which may be dated before or after the meeting.
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 VROOM INC.’s 10-Q dated November 3, 2023. This page is a static snapshot rebuilt weekly on November 8, 2026; a live search always shows the current data.
VROOM INC. proxy season coverage: 2023-2024 (this page) · 2025-2026.
proxyvotesnow.com, “VROOM (VRM) 2024 Annual & Special Meetings: Shareholder Vote Results”, https://proxyvotesnow.com/company/vroom-inc/2024 (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.