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Form N-PX · fund registrantSEC filer no. 1338561

Nuveen S&P 500 Dynamic Overwrite Fund

fund voting report, part of Nuveen and TIAA

Vote records reported
4,315year to 30 June 2026
Against management
8.9%378 of 4,234 marked votes
Say-on-pay support
87.8%for, of for + against + abstain
Shareholder-proposal support
22.1%for, of for + against + abstain
88.0% for7.7% against4.3% other8.9% against management4,236 votes

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

For the year to 30 June 2026, Nuveen S&P 500 Dynamic Overwrite Fund reported 4,315 vote records on Form N-PX. 378 of the 4,234 votes that were marked for or against management went against management: 8.9%, 2.7 percentage points above the median fund registrant (6.2%).

Weighted by the number of shares voted, the against-management share is 9.6%. 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 87.8% of the section 14A say-on-pay items it reported (the median fund registrant: 91.6%) and it voted for 22.1% 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 (24.0% of 25), ENVIRONMENT OR CLIMATE (22.2% of 54) and OTHER SOCIAL ISSUES (17.4% of 69).

It reported 2.3 million shares out on loan at record dates, 2.76% 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 share8.9%6.2%10.6%
Say-on-pay support rate87.8%91.6%86.0%
Shareholder-proposal support rate22.1%27.5%33.9%
Shares on loan, share of shares held2.76%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 ELECTIONS2,9402,690898.5%
SECTION 14A SAY-ON-PAY VOTES3913234512.0%
AUDIT-RELATED39039000.0%
SHAREHOLDER RIGHTS AND DEFENSES2520524.0%
EXTRAORDINARY TRANSACTIONS1816211.1%
CAPITAL STRUCTURE5953616.9%
COMPENSATION113922116.8%
CORPORATE GOVERNANCE2141338114.2%
ENVIRONMENT OR CLIMATE54134122.2%
HUMAN RIGHTS OR HUMAN CAPITAL/WORKFORCE2442012.5%
DIVERSITY, EQUITY, AND INCLUSION3042610.0%
OTHER SOCIAL ISSUES69145517.4%

By season

SeasonVote recordsAgainst managementSay-on-pay supportShareholder-proposal supportSplit
year to 30 June 20245,1027.4%87.6%27.0%
year to 30 June 20254,8588.3%83.7%27.8%
year to 30 June 20264,3158.9%87.8%22.1%

Say-on-pay votes against management

Counting one say-on-pay item per company meeting, Nuveen S&P 500 Dynamic Overwrite Fund voted against management on 42 of the 362 it marked either way (11.6%) in the year to 30 June 2026. The 40 companies with the most reporting filers are listed.

A further 6 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 198 proposals from security holders that could be told apart in the filings and on which it cast a vote, Nuveen S&P 500 Dynamic Overwrite Fund voted for 43 (21.7%). 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
Amazon.com, Inc.20 May 2026Shareholder proposal requesting additional reporting on impact of data centers on climate commitments
NVIDIA Corporation24 Jun 2026Approval of a non-binding stockholder proposal requesting the replacement of supermajority voting...
Alphabet Inc.5 Jun 2026Shareholder proposal regarding a report on AI data usage oversight
Alphabet Inc.5 Jun 2026Shareholder proposal regarding a report on AI-generated misinformation
Alphabet Inc.5 Jun 2026Shareholder proposal regarding equal shareholder voting
Alphabet Inc.5 Jun 2026Shareholder proposal regarding an enhanced disclosure on climate goals
Eli Lilly and Company4 May 2026Shareholder proposal to prepare an annual lobbying report.
Berkshire Hathaway Inc.2 May 2026Shareholder proposal requesting that the Company issue a report disclosing the Board's oversight framework...
The Coca-Cola Company29 Apr 2026Vote on a shareowner proposal requesting a report on the Company's plans to increase sustainability disclosure
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
Wells Fargo & Company28 Apr 2026Require Independent Board Chair
Wells Fargo & Company28 Apr 2026Shareholder Proposal - Energy Supply Ratio.
The Goldman Sachs Group, Inc.29 Apr 2026Shareholder Proposal Regarding Disclosure of Energy Supply Ratio
The Goldman Sachs Group, Inc.29 Apr 2026Shareholder Proposal Regarding Lobbying Disclosure
PALANTIR TECHNOLOGIES INC.3 Jun 2026Stockholder proposal entitled "Political Spending Disclosure,"
LOCKHEED MARTIN CORPORATION12 May 2026Stockholder Proposal Requiring Independent Board Chairman
Meta Platforms, Inc.27 May 2026A shareholder proposal regarding annual vote regarding executive pay.
Meta Platforms, Inc.27 May 2026Shareholder Proposal Regarding Data Protection Impact Assessment
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 report on climate change-related commitments.
Meta Platforms, Inc.27 May 2026A shareholder proposal regarding dual class capital structure.
United Parcel Service, Inc.7 May 2026To take steps to reduce the voting power of UPS class A stock from 10 votes per share to one vote per share.
The Travelers Companies, Inc.20 May 2026Shareholder proposal relating to a report on climate-related pricing and coverage decisions, if presented...
Otis Worldwide Corporation27 May 2026Shareholder proposal regarding reporting on political contributions and expenditures
SHOPIFY INC.16 Jun 2026Adopt a Policy on Responsible Use of Artificial Intelligence ("AI") in the Company's Business and Operations
Carvana Co.5 May 2026To vote upon one stockholder proposal, as described in the Proxy Statement.
Zscaler, Inc.12 Jan 2026To vote on a non-binding stockholder proposal requesting the declassification of our board of directors.
Markel Group Inc.20 May 2026Shareholder proposal for a report on the Company's strategies and action plans to mitigate material...
BJ's Wholesale Club Holdings, Inc.18 Jun 2026Vote on a shareholder proposal regarding a report on deforestation in the company's own-brand supply chain
BJ's Wholesale Club Holdings, Inc.18 Jun 2026Vote on a shareholder proposal regarding a report on greenhouse gas emissions reduction efforts
TransUnion12 May 2026Advisory vote on a stockholder proposal requesting a stockholder right to call a special meeting.
Oshkosh Corporation5 May 2026Shareholder proposal: CORPORATE GOVERNANCE
Five Below, Inc.16 Jun 2026Shareholder proposal requesting that provisions in the Company's governance documents requiring greater...
Lumen Technologies, Inc.20 May 2026Approval of a shareholder proposal regarding a shareholder right to vote for or against a poison pill.
OGE Energy Corp.14 May 2026Shareholder Proposal Regarding Simple Majority Vote.
AGCO Corporation23 Apr 2026Stockholder proposal regarding giving stockholders an ability to call for a special stockholder meeting
AutoNation, Inc.28 Apr 2026Adoption of stockholder proposal regarding GHG report.
Lithia Motors, Inc.30 Apr 2026Vote on a shareholder proposal requesting a change to our board leadership structure

Shares on loan

Nuveen S&P 500 Dynamic Overwrite Fund reported 2.3 million shares on loan at record dates against 82.6 million shares voted: 2.76% 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.

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 Nuveen S&P 500 Dynamic Overwrite Fund vote on executive pay?

In the year to 30 June 2026 Nuveen S&P 500 Dynamic Overwrite Fund reported 368 votes in the category SECTION 14A SAY-ON-PAY VOTES that were cast for, against or abstain. 323 were for (87.8%), 45 against and 0 abstentions. Counting one item per company meeting, it voted against management on 42 of the 362 say-on-pay items it marked either way. A further 6 say-on-pay items were reported without a management mark and are not counted in that figure.

How often does Nuveen S&P 500 Dynamic Overwrite Fund vote against management?

8.9% of the time in the year to 30 June 2026: 378 of the 4,234 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 Nuveen S&P 500 Dynamic Overwrite Fund support shareholder proposals on climate?

In the category ENVIRONMENT OR CLIMATE it reported 53 votes on proposals from security holders in the year to 30 June 2026 and voted for 12 of them (22.6%). Across every category it voted for 22.1% 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 Nuveen S&P 500 Dynamic Overwrite Fund (filer no. 1338561), 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.