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Form N-PX · fund registrantSEC filer no. 107606

VANGUARD WINDSOR FUNDS

fund voting report, part of Vanguard

Vote records reported
5,418year to 30 June 2026
Against management
2.9%153 of 5,317 marked votes
Say-on-pay support
96.0%for, of for + against + abstain
Shareholder-proposal support
15.5%for, of for + against + abstain
92.4% for6.9% against0.7% other2.9% against management5,325 votes

foragainstabstain, withhold or otheramber tick: the portion cast against management

For the year to 30 June 2026, VANGUARD WINDSOR FUNDS reported 5,418 vote records on Form N-PX. 153 of the 5,317 votes that were marked for or against management went against management: 2.9%, 3.4 percentage points below the median fund registrant (6.2%).

Weighted by the number of shares voted, the against-management share is 2.6%. The two figures differ when the votes against management fall on larger or smaller holdings than the rest.

On pay and on shareholder proposals: it voted for 96.0% of the section 14A say-on-pay items it reported (the median fund registrant: 91.6%) and it voted for 15.5% of the proposals put forward by security holders (the median fund registrant: 27.5%).

By category, votes against management were most frequent in SHAREHOLDER RIGHTS AND DEFENSES (21.1% of 38), CORPORATE GOVERNANCE (11.1% of 352) and AUDIT-RELATED (7.8% of 347).

It reported 29.7 million shares out on loan at record dates, 0.21% of the shares it held or had lent across the meetings it reported. Shares on loan are not voted.

Compared with other filers

Each rate is defined once, in the methodology. The median is taken over 1,241 fund registrants with at least 25 vote records in the season.

year to 30 June 2026This filerMedian fund registrantAll filers pooled
Against-management share2.9%6.2%10.6%
Say-on-pay support rate96.0%91.6%86.0%
Shareholder-proposal support rate15.5%27.5%33.9%
Shares on loan, share of shares held0.21%0.00%3.12%
Largest families, year to 30 June 2026Against managementSay-on-pay supportShareholder-proposal support
Vanguard20.1%94.1%42.0%
BlackRock and iShares7.5%88.3%11.9%
Fidelity6.0%94.7%27.6%
Dimensional16.4%78.9%57.4%
State Street and SPDR16.9%77.1%50.4%

Votes by category

Filers choose one or more categories for each vote, so a vote can appear in more than one row. Category names are printed as Form N-PX defines them.

Category (as the form names it)VotesForAgainstAgainst managementSplit
DIRECTOR ELECTIONS3,3843,342261.2%
SECTION 14A SAY-ON-PAY VOTES616572243.9%
AUDIT-RELATED347320267.8%
SHAREHOLDER RIGHTS AND DEFENSES38221621.1%
EXTRAORDINARY TRANSACTIONS11920.0%
CAPITAL STRUCTURE20520143.4%
COMPENSATION217205122.8%
CORPORATE GOVERNANCE3552609511.1%
ENVIRONMENT OR CLIMATE816751.2%
HUMAN RIGHTS OR HUMAN CAPITAL/WORKFORCE324280.0%
DIVERSITY, EQUITY, AND INCLUSION444400.0%
OTHER SOCIAL ISSUES119171021.7%
OTHER5220.0%

By season

SeasonVote recordsAgainst managementSay-on-pay supportShareholder-proposal supportSplit
year to 30 June 20246,2195.2%93.2%26.9%
year to 30 June 20255,9284.1%92.4%19.4%
year to 30 June 20265,4182.9%96.0%15.5%

Say-on-pay votes against management

Counting one say-on-pay item per company meeting, VANGUARD WINDSOR FUNDS voted against management on 9 of the 214 it marked either way (4.2%) in the year to 30 June 2026.

A further 3 say-on-pay items were reported without a management mark and are left out of both sides of that fraction.

Shareholder proposals it supported

Of 192 proposals from security holders that could be told apart in the filings and on which it cast a vote, VANGUARD WINDSOR FUNDS voted for 30 (15.6%). Titles are the most common wording among filers; where a wording could name a person, the SEC category is printed instead.

CompanyMeetingProposal
NVIDIA Corporation24 Jun 2026Approval of a non-binding stockholder proposal requesting the replacement of supermajority voting...
Alphabet Inc.5 Jun 2026Shareholder proposal regarding equal shareholder voting
Visa Inc.27 Jan 2026Shareholder proposal on shareholder right to act by written consent.
Visa Inc.27 Jan 2026Require Independent Board Chair
JPMorgan Chase & Co.19 May 2026Independent board chairman
Mastercard Incorporated16 Jun 2026Consideration of a stockholder proposal regarding shareholder right to act by written consent
AbbVie Inc.8 May 2026Stockholder Proposal - to Adopt a Policy to Require an Independent Chair
PEPSICO, INC.6 May 2026Shareholder Proposal - Independent Board Chair.
Advanced Micro Devices, Inc.13 May 2026Stockholder proposal requesting changes to the stockholder right to call a special meeting.
Morgan Stanley14 May 2026Shareholder proposal requesting an independent Board Chairman
THE BOEING COMPANY17 Apr 2026Action by Written Consent.
LOCKHEED MARTIN CORPORATION12 May 2026Stockholder Proposal Requiring Independent Board Chairman
Mondelez International, Inc.20 May 2026Shareholder proposal requesting adoption of an independent board chairman policy
Booking Holdings Inc.2 Jun 2026Non-binding stockholder vote on a proposal to avoid brand damage due to corporate political spending.
EXXON MOBIL CORPORATION27 May 2026Require Independent Board Chair
Meta Platforms, Inc.27 May 2026A shareholder proposal regarding annual vote regarding executive pay.
Meta Platforms, Inc.27 May 2026A shareholder proposal regarding disclosure of voting results by share class.
Meta Platforms, Inc.27 May 2026A shareholder proposal regarding dual class capital structure.
The Cigna Group22 Apr 2026Shareholder Proposal - Shareholder Right to Act by Written Consent
Northrop Grumman Corporation20 May 2026Shareholder proposal to provide for an independent Board chair.
Dominion Energy, Inc.5 May 2026Shareholder Proposal Regarding a Policy for an Independent Chair
Snowflake Inc.29 Jun 2026To consider and vote on, if properly presented at the meeting, a non-binding stockholder proposal...
HCA Healthcare, Inc.23 Apr 2026Stockholder proposal, if properly presented at the meeting, regarding stockholders' right to act by...
The Hartford Insurance Group, Inc.20 May 2026Shareholder proposal that the Company adopt written consent rights for shareholders
Dover Corporation8 May 2026To consider a shareholder proposal requesting an independent board chair.
United Airlines Holdings, Inc.19 May 2026Advisory vote on stockholder proposal entitled "Shareholder Right to Act by Written Consent".
Tyson Foods, Inc.5 Feb 2026Shareholder proposal regarding disclosure of voting results based on class of shares.
TransUnion12 May 2026Advisory vote on a stockholder proposal requesting a stockholder right to call a special meeting.
The Timken Company8 May 2026Corporate governance
Mohawk Industries, Inc.21 May 2026Stockholder proposal regarding a majority vote standard.

Shares on loan

VANGUARD WINDSOR FUNDS reported 29.7 million shares on loan at record dates against 14.25 billion shares voted: 0.21% of the two together. Median fund registrant: 0.00%. Shares lent out at the record date cannot be voted by the lender, which is why Form N-PX asks for the figure. More on lending and votes.

Fund series in this filing

2 series reported votes. A vote record can list several series. Series with 500 or more vote records have their own page.

SeriesVote recordsAgainst managementSay-on-pay supportShareholder-proposal support
VANGUARD WINDSOR II FUND3,4202.8%97.2%14.7%
VANGUARD WINDSOR FUND1,9982.9%94.1%17.0%

The filings

These figures are read from the filer's own Form N-PX. If a vote on this page looks wrong, the filing is the record: a dispute about a filed vote is a matter for the filer, and an error in how this site read the filing is a matter for corrections.

Questions

How did VANGUARD WINDSOR FUNDS vote on executive pay?

In the year to 30 June 2026 VANGUARD WINDSOR FUNDS reported 596 votes in the category SECTION 14A SAY-ON-PAY VOTES that were cast for, against or abstain. 572 were for (96.0%), 24 against and 0 abstentions. Counting one item per company meeting, it voted against management on 9 of the 214 say-on-pay items it marked either way. A further 3 say-on-pay items were reported without a management mark and are not counted in that figure.

How often does VANGUARD WINDSOR FUNDS vote against management?

2.9% of the time in the year to 30 June 2026: 153 of the 5,317 votes it marked as for or against management. Form N-PX asks each filer to state, vote by vote, whether the vote was for or against management's recommendation; this figure counts those marks.

Did VANGUARD WINDSOR FUNDS support shareholder proposals on climate?

In the category ENVIRONMENT OR CLIMATE it reported 76 votes on proposals from security holders in the year to 30 June 2026 and voted for 1 of them (1.3%). Across every category it voted for 15.5% of security-holder proposals. Filers choose the category for each vote, so the same proposal can sit in different categories in different filings.

Is this the result of the meetings?

No. Form N-PX shows how this filer voted the shares it held. It does not show how other shareholders voted or whether a proposal was approved. Companies report certified results separately, on Form 8-K.

Where does the data come from?

From the Form N-PX filings of this filer on the SEC's EDGAR system, read as filed. The SEC does not verify the contents. Amended filings (N-PX/A) replace the filings they amend. Data on this page runs through 23 Sep 2026.

Provenance: SEC EDGAR, Form N-PX and N-PX/A filings by VANGUARD WINDSOR FUNDS (filer no. 107606), read as filed and not verified by the SEC. Amended filings replace the filings they amend. Filings read through 23 Sep 2026; page built 26 Sep 2026.