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Form N-PX · fund registrantSEC filer no. 1491978

FLEXSHARES TRUST

fund voting report, part of Northern Trust and FlexShares

Vote records reported
143,515year to 30 June 2026
Against management
10.6%14,716 of 138,687 marked votes
Say-on-pay support
89.9%for, of for + against + abstain
Shareholder-proposal support
44.8%for, of for + against + abstain
87.1% for10.8% against2.1% other10.6% against management142,007 votes

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

In its Form N-PX for the year to 30 June 2026, FLEXSHARES TRUST listed 143,515 vote records. Votes against management made up 10.6% of those marked either way (14,716 of 138,687); the median fund registrant stood at 6.2%.

Weighted by the number of shares voted, the against-management share is 12.8%. 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 89.9% of the section 14A say-on-pay items it reported (the median fund registrant: 91.6%) and it voted for 44.8% of the proposals put forward by security holders (the median fund registrant: 27.5%).

By category, votes against management were most frequent in EXTRAORDINARY TRANSACTIONS (29.3% of 1,788), SHAREHOLDER RIGHTS AND DEFENSES (22.8% of 329) and ENVIRONMENT OR CLIMATE (16.3% of 942).

It reported 2.32 billion shares out on loan at record dates, 11.53% 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 share10.6%6.2%10.6%
Say-on-pay support rate89.9%91.6%86.0%
Shareholder-proposal support rate44.8%27.5%33.9%
Shares on loan, share of shares held11.53%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 ELECTIONS64,83256,5465,77510.3%
SECTION 14A SAY-ON-PAY VOTES3,3222,81031710.1%
AUDIT-RELATED9,0658,6204364.4%
INVESTMENT COMPANY MATTERS1310323.1%
SHAREHOLDER RIGHTS AND DEFENSES3762765822.8%
EXTRAORDINARY TRANSACTIONS1,7901,26252229.3%
CAPITAL STRUCTURE17,35815,8221,5368.9%
COMPENSATION15,52013,3002,13113.6%
CORPORATE GOVERNANCE32,48228,4583,86910.3%
ENVIRONMENT OR CLIMATE94752442316.3%
HUMAN RIGHTS OR HUMAN CAPITAL/WORKFORCE4943939814.2%
DIVERSITY, EQUITY, AND INCLUSION5323541784.5%
OTHER SOCIAL ISSUES1,29979849915.0%
OTHER1,9251,2776148.6%

By season

SeasonVote recordsAgainst managementSay-on-pay supportShareholder-proposal supportSplit
year to 30 June 2024150,97811.4%92.3%52.2%
year to 30 June 2025142,27610.1%91.7%49.8%
year to 30 June 2026143,51510.6%89.9%44.8%

Say-on-pay votes against management

Counting one say-on-pay item per company meeting, FLEXSHARES TRUST voted against management on 166 of the 1,854 it marked either way (9.0%) in the year to 30 June 2026. The 40 companies with the most reporting filers are listed.

A further 1 say-on-pay item was reported without a management mark and are left out of both sides of that fraction.

Shareholder proposals it supported

Of 1,209 proposals from security holders that could be told apart in the filings and on which it cast a vote, FLEXSHARES TRUST voted for 444 (36.7%). 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
Microsoft Corporation5 Dec 2025Report on Human Rights Due Diligence
Microsoft Corporation5 Dec 2025Report on Data Operations in Human Rights Hotspots
NVIDIA Corporation24 Jun 2026Approval of a non-binding stockholder proposal requesting reporting on greenhouse gas emissions from the...
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 equal shareholder voting
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
Verizon Communications Inc.21 May 2026Board oversight of material issues related to climate change
NextEra Energy, Inc.21 May 2026Report on Plans to Reduce and Align GHG Emissions with Paris Agreement Goals
QUALCOMM Incorporated17 Mar 2026Stockholder proposal entitled "Report on Risk of China Exposure."
AT&T INC.14 May 2026EEO-1 Report Disclosure Policy
Wells Fargo & Company28 Apr 2026Shareholder Proposal - Energy Supply Ratio.
The Goldman Sachs Group, Inc.29 Apr 2026Shareholder Proposal Regarding Disclosure of Energy Supply Ratio
Intel Corporation13 May 2026Stockholder proposal requesting a report on risk of China exposure.
Gilead Sciences, Inc.30 Apr 2026To vote on a stockholder proposal requesting a report on the impact of extended patent exclusivities on...
PALANTIR TECHNOLOGIES INC.3 Jun 2026Stockholder proposal entitled "Human Rights Impact Assessment,"
PALANTIR TECHNOLOGIES INC.3 Jun 2026Stockholder proposal entitled "Political Spending Disclosure,"
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...
Palo Alto Networks, Inc.9 Dec 2025To consider and vote upon a shareholder proposal, if properly presented at the Annual Meeting, regarding...
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.
Boston Scientific Corporation30 Apr 2026Stockholder proposal titled "Give Shareholders the Ability to Call for a Special Shareholder Meeting."
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 report on climate change-related commitments.
Meta Platforms, Inc.27 May 2026A shareholder proposal regarding dual class capital structure.
Meta Platforms, Inc.27 May 2026A shareholder proposal regarding report on Al data usage oversight.
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 SOUTHERN COMPANY13 May 2026Stockholder proposal regarding a report on data center costs
Target Corporation10 Jun 2026Shareholder proposal requesting a report on presence of pesticides in Target's private label brands.
Target Corporation10 Jun 2026Require Independent Board Chair
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."
FORD MOTOR COMPANY14 May 2026A shareholder proposal relating to a request that the Board take steps to implement one vote per share for...
FORD MOTOR COMPANY14 May 2026A shareholder proposal relating to public disclosure by share class of voting results on matters subject...
Sysco Corporation14 Nov 2025Adopt Mandatory Policy Separating the Roles of CEO and Board Chair
Otis Worldwide Corporation27 May 2026Shareholder proposal regarding reporting on political contributions and expenditures

Shares on loan

FLEXSHARES TRUST reported 2.32 billion shares on loan at record dates against 17.79 billion shares voted: 11.53% 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

19 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
FlexShares Morningstar Emerging Markets Factor Tilt Index Fund41,95116.8%not reported61.6%
FlexShares Morningstar Developed Markets ex-US Factor Tilt Index Fund35,5617.7%91.7%27.7%
FlexShares Morningstar US Market Factor Tilt Index Fund19,7715.6%91.5%27.5%
FlexShares STOXX Global ESG Select Index Fund12,36212.8%79.7%56.8%
FlexShares ESG & Climate Developed Markets ex-US Core Index Fund3,71214.6%not reported60.6%
FlexShares STOXX US ESG Select Index Fund3,4448.7%82.3%72.4%
FlexShares International Quality Dividend Dynamic Index Fund3,4188.0%not reported13.2%
FlexShares International Quality Dividend Index Fund3,4058.5%not reported15.4%
FlexShares Developed Markets ex-US Quality Low Volatility Index Fund2,6525.0%not reported14.1%
FlexShares US Quality Large Cap Index Fund2,3614.7%91.5%22.5%
FlexShares STOXX Global Broad Infrastructure Index Fund2,2647.9%90.0%29.5%
FlexShares ESG & Climate US Large Cap Core Index Fund2,18112.2%79.5%69.5%
FlexShares Morningstar Global Upstream Natural Resources Index Fund2,05810.6%92.6%31.3%
FlexShares Emerging Markets Quality Low Volatility Index Fund1,85615.1%not reported85.7%
FlexShares Quality Dividend Defensive Index Fund1,7452.8%96.9%14.4%
FlexShares Global Quality Real Estate Index Fund1,6675.5%92.6%not reported
FlexShares Quality Dividend Index Fund1,5863.5%99.2%16.1%
FlexShares US Quality Low Volatility Index Fund1,5053.5%97.1%19.0%
FlexShares High Yield Value-Scored Bond Index Fund1611.1%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 FLEXSHARES TRUST vote on executive pay?

In the year to 30 June 2026 FLEXSHARES TRUST reported 3,127 votes in the category SECTION 14A SAY-ON-PAY VOTES that were cast for, against or abstain. 2,810 were for (89.9%), 317 against and 0 abstentions. Counting one item per company meeting, it voted against management on 166 of the 1,854 say-on-pay items it marked either way. A further 1 say-on-pay item was reported without a management mark and are not counted in that figure.

How often does FLEXSHARES TRUST vote against management?

10.6% of the time in the year to 30 June 2026: 14,716 of the 138,687 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 FLEXSHARES TRUST support shareholder proposals on climate?

In the category ENVIRONMENT OR CLIMATE it reported 551 votes on proposals from security holders in the year to 30 June 2026 and voted for 141 of them (25.6%). Across every category it voted for 44.8% 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 FLEXSHARES TRUST (filer no. 1491978), 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.