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Form N-PX · fund registrantSEC filer no. 71958

NICHOLAS FUND, INC.

fund voting report

Vote records reported
785year to 30 June 2026
Against management
7.9%62 of 783 marked votes
Say-on-pay support
84.3%for, of for + against + abstain
Shareholder-proposal support
31.8%for, of for + against + abstain
87.6% for10.6% against1.8% other7.9% against management785 votes

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

For the year to 30 June 2026, NICHOLAS FUND, INC. reported 785 vote records on Form N-PX. 62 of the 783 votes that were marked for or against management went against management: 7.9%, 1.7 percentage points above the median fund registrant (6.2%).

Weighted by the number of shares voted, the against-management share is 5.7%. 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 84.3% of the section 14A say-on-pay items it reported (the median fund registrant: 91.6%) and it voted for 31.8% of the proposals put forward by security holders (the median fund registrant: 27.5%).

By category, votes against management were most frequent in CORPORATE GOVERNANCE (38.6% of 57), COMPENSATION (15.8% of 38) and SECTION 14A SAY-ON-PAY VOTES (15.1% of 53).

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 share7.9%6.2%10.6%
Say-on-pay support rate84.3%91.6%86.0%
Shareholder-proposal support rate31.8%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 ELECTIONS50848973.7%
SECTION 14A SAY-ON-PAY VOTES5343815.1%
AUDIT-RELATED565600.0%
SHAREHOLDER RIGHTS AND DEFENSES85337.5%
EXTRAORDINARY TRANSACTIONS1010.0%
CAPITAL STRUCTURE212019.5%
COMPENSATION3830815.8%
CORPORATE GOVERNANCE58451338.6%
ENVIRONMENT OR CLIMATE241230.0%
HUMAN RIGHTS OR HUMAN CAPITAL/WORKFORCE83525.0%
DIVERSITY, EQUITY, AND INCLUSION181170.0%
OTHER SOCIAL ISSUES364325.6%

By season

SeasonVote recordsAgainst managementSay-on-pay supportShareholder-proposal supportSplit
year to 30 June 20248856.9%90.7%37.0%
year to 30 June 20258204.6%87.0%20.0%
year to 30 June 20267857.9%84.3%31.8%

Say-on-pay votes against management

Counting one say-on-pay item per company meeting, NICHOLAS FUND, INC. voted against management on 8 of the 50 it marked either way (16.0%) in the year to 30 June 2026.

Shareholder proposals it supported

Of 87 proposals from security holders that could be told apart in the filings and on which it cast a vote, NICHOLAS FUND, INC. voted for 27 (31.0%). 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 the replacement of supermajority voting...
Visa Inc.27 Jan 2026Shareholder proposal on shareholder right to act by written consent.
JPMorgan Chase & Co.19 May 2026Independent board chairman
Mastercard Incorporated16 Jun 2026Consideration of a stockholder proposal regarding shareholder right to act by written consent
Eli Lilly and Company4 May 2026Shareholder proposal to adopt a policy and amend the bylaws to require an independent board chair.
Netflix, Inc.4 Jun 2026Stockholder proposal entitled, "Proposal 4 - Shareholder Right to Act by Written Consent,"
Advanced Micro Devices, Inc.13 May 2026Stockholder proposal requesting changes to the stockholder right to call a special meeting.
McDonald's Corporation20 May 2026Advisory Vote on Shareholders' Right to Act by Written Consent.
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.
S&P Global Inc.20 May 2026Vote on a shareholder proposal to reduce the stock ownership threshold for calling a special shareholder...
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...
Lam Research Corporation4 Nov 2025Stockholder proposal titled "Realistic Shareholder Ability to Call for a Special Shareholder Meeting,"
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 dual class capital structure.
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."
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.
Workday, Inc.16 Jun 2026To consider and vote upon a stockholder proposal regarding disclosure of voting results based on share class.
Zscaler, Inc.12 Jan 2026To vote on a non-binding stockholder proposal requesting the declassification of our board of directors.

Shares on loan

NICHOLAS FUND, INC. 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

1 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
Nicholas Fund Inc7857.9%84.3%31.8%

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 NICHOLAS FUND, INC. vote on executive pay?

In the year to 30 June 2026 NICHOLAS FUND, INC. reported 51 votes in the category SECTION 14A SAY-ON-PAY VOTES that were cast for, against or abstain. 43 were for (84.3%), 8 against and 0 abstentions. Counting one item per company meeting, it voted against management on 8 of the 50 say-on-pay items it marked either way.

How often does NICHOLAS FUND, INC. vote against management?

7.9% of the time in the year to 30 June 2026: 62 of the 783 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 NICHOLAS FUND, INC. support shareholder proposals on climate?

In the category ENVIRONMENT OR CLIMATE it reported 23 votes on proposals from security holders in the year to 30 June 2026 and voted for 0 of them (0.0%). Across every category it voted for 31.8% 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 NICHOLAS FUND, INC. (filer no. 71958), 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.