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Form N-PX · institutional managerSEC filer no. 1214717

GEODE CAPITAL MANAGEMENT, LLC

institutional manager voting report

Vote records reported
7,296year to 30 June 2026
Against management
9.1%657 of 7,229 marked votes
Say-on-pay support
92.9%for, of for + against + abstain
Shareholder-proposal support
not reportednot reported by managers
82.2% for6.3% against11.5% other9.1% against management7,229 votes

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

In its Form N-PX for the year to 30 June 2026, GEODE CAPITAL MANAGEMENT, LLC listed 7,296 vote records. Votes against management made up 9.1% of those marked either way (657 of 7,229); the median institutional manager stood at 6.4%.

Weighted by the number of shares voted, the against-management share is 5.3%. 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 92.9% of the section 14A say-on-pay items it reported (the median institutional manager: 91.4%).

By category, votes against management were most frequent in SECTION 14A SAY-ON-PAY VOTES (9.1% of 7,229).

It reported 875.3 million shares out on loan at record dates, 5.96% 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 2,628 institutional managers with at least 25 vote records in the season.

year to 30 June 2026This filerMedian institutional managerAll filers pooled
Against-management share9.1%6.4%10.6%
Say-on-pay support rate92.9%91.4%86.0%
Shareholder-proposal support ratenot reported41.1%33.9%
Shares on loan, share of shares held5.96%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%

Of the 7,296 vote records in this filing, 7,363 carry something the form does not expect: a missing vote source or category, a record with no vote line, a meeting date that cannot be read, or a security identifier this site could not use. They are counted as filed. What is checked

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
SECTION 14A SAY-ON-PAY VOTES7,2295,9424579.1%

By season

SeasonVote recordsAgainst managementSay-on-pay supportShareholder-proposal supportSplit
year to 30 June 20247,67510.0%91.5%not reported
year to 30 June 20257,3208.6%93.4%not reported
year to 30 June 20267,2969.1%92.9%not reported

Say-on-pay votes against management

Counting one say-on-pay item per company meeting, GEODE CAPITAL MANAGEMENT, LLC voted against management on 204 of the 3,119 it marked either way (6.5%) in the year to 30 June 2026. The 40 companies with the most reporting filers are listed.

A further 11 say-on-pay items were reported without a management mark and are left out of both sides of that fraction.

Shareholder proposals it supported

Institutional managers report say-on-pay votes only, so no shareholder proposals appear here.

Shares on loan

GEODE CAPITAL MANAGEMENT, LLC reported 875.3 million shares on loan at record dates against 13.80 billion shares voted: 5.96% of the two together. Median institutional manager: 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.

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 GEODE CAPITAL MANAGEMENT, LLC vote on executive pay?

In the year to 30 June 2026 GEODE CAPITAL MANAGEMENT, LLC reported 6,399 votes in the category SECTION 14A SAY-ON-PAY VOTES that were cast for, against or abstain. 5,942 were for (92.9%), 457 against and 0 abstentions. Counting one item per company meeting, it voted against management on 204 of the 3,119 say-on-pay items it marked either way. A further 11 say-on-pay items were reported without a management mark and are not counted in that figure.

How often does GEODE CAPITAL MANAGEMENT, LLC vote against management?

9.1% of the time in the year to 30 June 2026: 657 of the 7,229 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.

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 GEODE CAPITAL MANAGEMENT, LLC (filer no. 1214717), 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.