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Form N-PX · fund registrantSEC filer no. 1176343

LEGG MASON PARTNERS VARIABLE EQUITY TRUST

fund voting report, part of Franklin Templeton

Vote records reported
5,335year to 30 June 2026
Against management
3.9%208 of 5,328 marked votes
Say-on-pay support
90.4%for, of for + against + abstain
Shareholder-proposal support
25.4%for, of for + against + abstain
92.3% for6.3% against1.4% other3.9% against management5,335 votes

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

In its Form N-PX for the year to 30 June 2026, LEGG MASON PARTNERS VARIABLE EQUITY TRUST listed 5,335 vote records. Votes against management made up 3.9% of those marked either way (208 of 5,328); the median fund registrant stood at 6.2%.

Weighted by the number of shares voted, the against-management share is 5.1%. 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 90.4% of the section 14A say-on-pay items it reported (the median fund registrant: 91.6%) and it voted for 25.4% 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 (46.7% of 30), CORPORATE GOVERNANCE (29.1% of 251) and CAPITAL STRUCTURE (15.4% of 104).

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 share3.9%6.2%10.6%
Say-on-pay support rate90.4%91.6%86.0%
Shareholder-proposal support rate25.4%27.5%33.9%
Shares on loan, share of shares held0.00%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 ELECTIONS3,7893,74131.3%
SECTION 14A SAY-ON-PAY VOTES394331359.6%
AUDIT-RELATED41041000.0%
INVESTMENT COMPANY MATTERS131300.0%
SHAREHOLDER RIGHTS AND DEFENSES3024646.7%
EXTRAORDINARY TRANSACTIONS1614212.5%
CAPITAL STRUCTURE10498615.4%
COMPENSATION1421212110.6%
CORPORATE GOVERNANCE2571797829.1%
ENVIRONMENT OR CLIMATE896834.5%
HUMAN RIGHTS OR HUMAN CAPITAL/WORKFORCE4573811.1%
DIVERSITY, EQUITY, AND INCLUSION502480.0%
OTHER SOCIAL ISSUES156131433.2%

By season

SeasonVote recordsAgainst managementSay-on-pay supportShareholder-proposal supportSplit
year to 30 June 20245,5945.0%88.9%28.5%
year to 30 June 20255,8373.7%87.3%22.6%
year to 30 June 20265,3353.9%90.4%25.4%

Say-on-pay votes against management

Counting one say-on-pay item per company meeting, LEGG MASON PARTNERS VARIABLE EQUITY TRUST voted against management on 23 of the 248 it marked either way (9.3%) in the year to 30 June 2026.

Shareholder proposals it supported

Of 163 proposals from security holders that could be told apart in the filings and on which it cast a vote, LEGG MASON PARTNERS VARIABLE EQUITY TRUST voted for 48 (29.4%). The 40 at the companies with the most reporting filers are listed. Titles are the most common wording among filers; where a wording could name a person, the SEC category is printed instead.

CompanyMeetingProposal
Microsoft Corporation5 Dec 2025Report on Data Operations in Human Rights Hotspots
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.
Johnson & Johnson23 Apr 2026Independent Board Chair
Eli Lilly and Company4 May 2026Shareholder proposal to prepare an annual lobbying report.
Eli Lilly and Company4 May 2026Shareholder proposal to adopt a policy and amend the bylaws to require an independent board chair.
AbbVie Inc.8 May 2026Stockholder Proposal - to Adopt a Policy to Require an Independent Chair
Netflix, Inc.4 Jun 2026Stockholder proposal entitled, "Proposal 4 - Shareholder Right to Act by Written Consent,"
Bank of America Corporation4 May 2026Shareholder proposal requesting independent board chair
Tesla, Inc.6 Nov 2025A shareholder proposal to seek shareholder approval before adopting an amendment to the bylaws pursuant to...
Tesla, Inc.6 Nov 2025Declassify the Board of Directors
Tesla, Inc.6 Nov 2025Shareholder proposal: CORPORATE GOVERNANCE
ServiceNow, Inc.21 May 2026Shareholder proposal regarding shareholder right to act by written consent.
Texas Instruments Incorporated16 Apr 2026Stockholder proposal to permit stockholders to act by written consent.
HONEYWELL INTERNATIONAL INC.22 May 2026Shareowner Proposal - Shareholder Right to Act by Written Consent.
PALANTIR TECHNOLOGIES INC.3 Jun 2026Stockholder proposal entitled "Political Spending Disclosure,"
S&P Global Inc.20 May 2026Vote on a shareholder proposal to reduce the stock ownership threshold for calling a special shareholder...
Deere & Company25 Feb 2026Shareholder proposal on shareholder right to act by written consent
Starbucks Corporation25 Mar 2026Shareholder proposal requesting supermajority shareholder voting requirements be replaced with majority...
THE BOEING COMPANY17 Apr 2026Action by Written Consent.
Palo Alto Networks, Inc.9 Dec 2025To consider and vote upon a shareholder proposal, if properly presented at the Annual Meeting, regarding...
CVS Health Corporation14 May 2026Stockholder Proposal for Reducing the Threshold for Our Stockholder Right to Act By Written Consent.
Booking Holdings Inc.2 Jun 2026Non-binding stockholder vote on a proposal to avoid brand damage due to corporate political spending.
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.
Vertex Pharmaceuticals Incorporated13 May 2026Shareholder proposal, if properly presented at the meeting, regarding shareholder right to act by written...
The Sherwin-Williams Company22 Apr 2026Shareholder Proposal Regarding Shareholder Ability to Call a Special Meeting
O'Reilly Automotive, Inc.14 May 2026Shareholder proposal entitled "Avoid Brand Damage due to Corporate Political Spending."
L3Harris Technologies, Inc.11 May 2026Shareholder Proposal titled "Improve Shareholder Ability to Call for a Special Shareholder Meeting".
Otis Worldwide Corporation27 May 2026Shareholder proposal regarding reporting on political contributions and expenditures
Synopsys, Inc.16 Apr 2026To vote on a stockholder proposal regarding 'stockholders' right to act by written consent
Snowflake Inc.29 Jun 2026To consider and vote on, if properly presented at the meeting, a non-binding stockholder proposal...
Cintas Corporation28 Oct 2025A shareholder proposal regarding support for shareholder ability to call for a special shareholder meeting.
Autodesk, Inc.17 Jun 2026Stockholder proposal requesting amendment to stockholder special meeting right.
WEC Energy Group, Inc.7 May 2026Stockholder proposal to govern by majority vote
Airbnb, Inc.5 Jun 2026Dual-class sunset; and
The Hartford Insurance Group, Inc.20 May 2026Shareholder proposal that the Company adopt written consent rights for shareholders
Datadog, Inc.15 Jun 2026The stockholder proposal, if properly presented at the Annual Meeting, requesting the adoption of a simple...

Shares on loan

LEGG MASON PARTNERS VARIABLE EQUITY TRUST reported no shares on loan for the year to 30 June 2026. 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

15 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
ClearBridge Variable Appreciation Portfolio8593.7%91.2%23.7%
ClearBridge Variable Large Cap Value Portfolio8183.1%92.0%19.8%
ClearBridge Variable Dividend Strategy Portfolio8112.1%95.5%18.2%
ClearBridge Variable Mid Cap Portfolio7472.3%93.1%66.7%
ClearBridge Variable Small Cap Growth Portfolio6053.8%90.3%60.0%
ClearBridge Variable Growth Portfolio5505.5%84.1%40.0%
ClearBridge Variable Large Cap Growth Portfolio4825.6%81.8%29.2%
Franklin Templeton Moderately Conservative Model Portfolio957.4%not reportednot reported
Franklin Templeton Moderate Model Portfolio9410.6%not reportednot reported
Franklin Templeton Moderately Aggressive Model Portfolio869.3%not reportednot reported
Franklin Templeton Conservative Model Portfolio824.9%not reportednot reported
Franklin Templeton Aggressive Model Portfolio5813.8%not reportednot reported
Franklin Multi-Asset Variable Conservative Growth Fund160.0%not reportednot reported
Franklin Multi-Asset Variable Moderate Growth Fund160.0%not reportednot reported
Franklin Multi-Asset Variable Growth Fund160.0%not reportednot reported

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 LEGG MASON PARTNERS VARIABLE EQUITY TRUST vote on executive pay?

In the year to 30 June 2026 LEGG MASON PARTNERS VARIABLE EQUITY TRUST reported 366 votes in the category SECTION 14A SAY-ON-PAY VOTES that were cast for, against or abstain. 331 were for (90.4%), 35 against and 0 abstentions. Counting one item per company meeting, it voted against management on 23 of the 248 say-on-pay items it marked either way.

How often does LEGG MASON PARTNERS VARIABLE EQUITY TRUST vote against management?

3.9% of the time in the year to 30 June 2026: 208 of the 5,328 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 LEGG MASON PARTNERS VARIABLE EQUITY TRUST support shareholder proposals on climate?

In the category ENVIRONMENT OR CLIMATE it reported 87 votes on proposals from security holders in the year to 30 June 2026 and voted for 4 of them (4.6%). Across every category it voted for 25.4% 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 LEGG MASON PARTNERS VARIABLE EQUITY TRUST (filer no. 1176343), 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.