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Form N-PX · fund registrantSEC filer no. 723455

NICHOLAS II, INC

fund voting report

Vote records reported
724year to 30 June 2026
Against management
8.7%63 of 721 marked votes
Say-on-pay support
89.1%for, of for + against + abstain
Shareholder-proposal support
75.0%for, of for + against + abstain
92.0% for5.4% against2.6% other8.7% against management724 votes

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

For the year to 30 June 2026, NICHOLAS II, INC reported 724 vote records on Form N-PX. 63 of the 721 votes that were marked for or against management went against management: 8.7%, 2.5 percentage points above the median fund registrant (6.2%).

Weighted by the number of shares voted, the against-management share is 10.8%. 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 89.1% of the section 14A say-on-pay items it reported (the median fund registrant: 91.6%) and it voted for 75.0% 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 (35.7% of 42), COMPENSATION (28.6% of 21) and SECTION 14A SAY-ON-PAY VOTES (10.1% of 69).

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 share8.7%6.2%10.6%
Say-on-pay support rate89.1%91.6%86.0%
Shareholder-proposal support rate75.0%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 ELECTIONS504473176.0%
SECTION 14A SAY-ON-PAY VOTES6957710.1%
AUDIT-RELATED696900.0%
SHAREHOLDER RIGHTS AND DEFENSES66016.7%
EXTRAORDINARY TRANSACTIONS4400.0%
CAPITAL STRUCTURE86225.0%
COMPENSATION2116528.6%
CORPORATE GOVERNANCE4234835.7%
ENVIRONMENT OR CLIMATE220100.0%
DIVERSITY, EQUITY, AND INCLUSION101not reported
OTHER SOCIAL ISSUES110100.0%
OTHER110not reported

By season

SeasonVote recordsAgainst managementSay-on-pay supportShareholder-proposal supportSplit
year to 30 June 20247075.3%96.6%60.6%
year to 30 June 20257206.1%90.5%55.6%
year to 30 June 20267248.7%89.1%75.0%

Say-on-pay votes against management

Counting one say-on-pay item per company meeting, NICHOLAS II, INC voted against management on 5 of the 62 it marked either way (8.1%) in the year to 30 June 2026.

Shareholder proposals it supported

Of 19 proposals from security holders that could be told apart in the filings and on which it cast a vote, NICHOLAS II, INC voted for 15 (78.9%). Titles are the most common wording among filers; where a wording could name a person, the SEC category is printed instead.

CompanyMeetingProposal
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".
CBRE Group, Inc.21 May 2026Stockholder proposal regarding our stockholders' ability to call special stockholder meetings.
Datadog, Inc.15 Jun 2026The stockholder proposal, if properly presented at the Annual Meeting, requesting the adoption of a simple...
Verisk Analytics, Inc.19 May 2026Shareholder Proposal - Shareholder Right to Act by Written Consent.
CDW Corporation21 May 2026To consider and act upon the stockholder proposal, if properly presented at the meeting, regarding...
Zscaler, Inc.12 Jan 2026To vote on a non-binding stockholder proposal requesting the declassification of our board of directors.
Domino's Pizza, Inc.21 Apr 2026Shareholder proposal regarding an independent board chair requirement.
Jack Henry & Associates, Inc.12 Nov 2025Stockholder proposal titled "Improved Shareholder Ability to Call for a Special Shareholder Meeting"
Corpay, Inc.7 May 2026Shareholder proposal regarding an independent Board Chair requirement
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.
RB Global, Inc.30 Apr 2026Approval of a special resolution, requiring the Company to adopt a policy and amend its governing...
Revvity, Inc.28 Apr 2026Adopt Share Retention Policy for Senior Executives

Shares on loan

NICHOLAS II, 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 II Inc7248.7%91.9%78.9%

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 II, INC vote on executive pay?

In the year to 30 June 2026 NICHOLAS II, INC reported 64 votes in the category SECTION 14A SAY-ON-PAY VOTES that were cast for, against or abstain. 57 were for (89.1%), 7 against and 0 abstentions. Counting one item per company meeting, it voted against management on 5 of the 62 say-on-pay items it marked either way.

How often does NICHOLAS II, INC vote against management?

8.7% of the time in the year to 30 June 2026: 63 of the 721 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 II, INC support shareholder proposals on climate?

In the category ENVIRONMENT OR CLIMATE it reported 2 votes on proposals from security holders in the year to 30 June 2026 and voted for 2 of them (100.0%). Across every category it voted for 75.0% 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 II, INC (filer no. 723455), 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.