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T. Rowe Price Small-Cap Stock Fund, Inc.
fund voting report, part of T. Rowe Price
- Vote records reported
- 2,243year to 30 June 2026
- Against management
- 9.2%208 of 2,264 marked votes
- Say-on-pay support
- 93.5%for, of for + against + abstain
- Shareholder-proposal support
- 22.2%for, of for + against + abstain
foragainstabstain, withhold or otheramber tick: the portion cast against management
For the year to 30 June 2026, T. Rowe Price Small-Cap Stock Fund, Inc. reported 2,243 vote records on Form N-PX. 208 of the 2,264 votes that were marked for or against management went against management: 9.2%, 3.0 percentage points above the median fund registrant (6.2%).
Weighted by the number of shares voted, the against-management share is 9.3%. 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 93.5% of the section 14A say-on-pay items it reported (the median fund registrant: 91.6%) and it voted for 22.2% 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 (43.3% of 30), CORPORATE GOVERNANCE (38.4% of 86) and CAPITAL STRUCTURE (10.3% of 39).
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 2026 | This filer | Median fund registrant | All filers pooled |
|---|---|---|---|
| Against-management share | 9.2% | 6.2% | 10.6% |
| Say-on-pay support rate | 93.5% | 91.6% | 86.0% |
| Shareholder-proposal support rate | 22.2% | 27.5% | 33.9% |
| Shares on loan, share of shares held | 0.00% | 0.00% | 3.12% |
| Largest families, year to 30 June 2026 | Against management | Say-on-pay support | Shareholder-proposal support |
|---|---|---|---|
| Vanguard | 20.1% | 94.1% | 42.0% |
| BlackRock and iShares | 7.5% | 88.3% | 11.9% |
| Fidelity | 6.0% | 94.7% | 27.6% |
| Dimensional | 16.4% | 78.9% | 57.4% |
| State Street and SPDR | 16.9% | 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) | Votes | For | Against | Against management | Split |
|---|---|---|---|---|---|
| DIRECTOR ELECTIONS | 1,541 | 1,400 | 43 | 9.1% | |
| SECTION 14A SAY-ON-PAY VOTES | 225 | 186 | 12 | 6.2% | |
| AUDIT-RELATED | 245 | 243 | 1 | 0.8% | |
| SHAREHOLDER RIGHTS AND DEFENSES | 6 | 6 | 0 | 0.0% | |
| EXTRAORDINARY TRANSACTIONS | 30 | 17 | 12 | 43.3% | |
| CAPITAL STRUCTURE | 39 | 35 | 4 | 10.3% | |
| COMPENSATION | 78 | 73 | 3 | 6.4% | |
| CORPORATE GOVERNANCE | 86 | 48 | 37 | 38.4% | |
| ENVIRONMENT OR CLIMATE | 2 | 0 | 2 | 0.0% | |
| OTHER SOCIAL ISSUES | 3 | 3 | 0 | 0.0% | |
| OTHER | 15 | 15 | 0 | 0.0% |
By season
| Season | Vote records | Against management | Say-on-pay support | Shareholder-proposal support | Split |
|---|---|---|---|---|---|
| year to 30 June 2024 | 2,397 | 9.7% | 92.0% | 40.0% | |
| year to 30 June 2025 | 2,350 | 8.5% | 95.9% | 52.2% | |
| year to 30 June 2026 | 2,243 | 9.2% | 93.5% | 22.2% |
Say-on-pay votes against management
Counting one say-on-pay item per company meeting, T. Rowe Price Small-Cap Stock Fund, Inc. voted against management on 9 of the 194 it marked either way (4.6%) in the year to 30 June 2026.
- Bio-Techne Corporation 30 Oct 2025
- IonQ, Inc. 16 Jun 2026
- Molina Healthcare, Inc. 6 May 2026
- Wingstop Inc. 21 May 2026
- Hamilton Lane Incorporated 4 Sep 2025
- Applied Digital Corporation 5 Nov 2025
- Marqeta, Inc. 10 Jun 2026
- Ceva, Inc. 2 Jun 2026
- Root, Inc. 3 Jun 2026
Shareholder proposals it supported
Of 9 proposals from security holders that could be told apart in the filings and on which it cast a vote, T. Rowe Price Small-Cap Stock Fund, Inc. voted for 2 (22.2%). Titles are the most common wording among filers; where a wording could name a person, the SEC category is printed instead.
| Company | Meeting | Proposal |
|---|---|---|
| Fortune Brands Innovations, Inc. | 5 May 2026 | Advisory vote to approve named executive officer compensation |
| OGE Energy Corp. | 14 May 2026 | Shareholder Proposal Regarding Simple Majority Vote. |
Shares on loan
T. Rowe Price Small-Cap Stock 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.
| Series | Vote records | Against management | Say-on-pay support | Shareholder-proposal support |
|---|---|---|---|---|
| T. Rowe Price Small-Cap Stock Fund, Inc. | 2,243 | 9.2% | 94.4% | 22.2% |
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.
- N-PX filed 28 Aug 2026 accession 0001193125-26-372960
- Every N-PX filing by this filer on EDGAR
Questions
How did T. Rowe Price Small-Cap Stock Fund, Inc. vote on executive pay?
In the year to 30 June 2026 T. Rowe Price Small-Cap Stock Fund, Inc. reported 199 votes in the category SECTION 14A SAY-ON-PAY VOTES that were cast for, against or abstain. 186 were for (93.5%), 12 against and 1 abstentions. Counting one item per company meeting, it voted against management on 9 of the 194 say-on-pay items it marked either way.
How often does T. Rowe Price Small-Cap Stock Fund, Inc. vote against management?
9.2% of the time in the year to 30 June 2026: 208 of the 2,264 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 T. Rowe Price Small-Cap Stock Fund, 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 0 of them (0.0%). Across every category it voted for 22.2% 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 T. Rowe Price Small-Cap Stock Fund, Inc. (filer no. 75170), 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.