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Form N-PX · fund registrantSEC filer no. 804116

ROYCE SMALL-CAP TRUST, INC.

fund voting report, part of Franklin Templeton

Vote records reported
4,270year to 30 June 2026
Against management
3.1%131 of 4,258 marked votes
Say-on-pay support
90.9%for, of for + against + abstain
Shareholder-proposal support
65.0%for, of for + against + abstain
96.2% for0.9% against3.0% other3.1% against management4,264 votes

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

In its Form N-PX for the year to 30 June 2026, ROYCE SMALL-CAP TRUST, INC. listed 4,270 vote records. Votes against management made up 3.1% of those marked either way (131 of 4,258); the median fund registrant stood at 6.2%.

Weighted by the number of shares voted, the against-management share is 2.4%. 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 90.9% of the section 14A say-on-pay items it reported (the median fund registrant: 91.6%) and it voted for 65.0% of the proposals put forward by security holders (the median fund registrant: 27.5%).

By category, votes against management were most frequent in COMPENSATION (26.1% of 176), CORPORATE GOVERNANCE (12.2% of 148) and SECTION 14A SAY-ON-PAY VOTES (8.6% of 467).

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 share3.1%6.2%10.6%
Say-on-pay support rate90.9%91.6%86.0%
Shareholder-proposal support rate65.0%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 ELECTIONS2,9562,93170.9%
SECTION 14A SAY-ON-PAY VOTES46739158.6%
AUDIT-RELATED45845800.0%
SHAREHOLDER RIGHTS AND DEFENSES8800.0%
EXTRAORDINARY TRANSACTIONS282713.6%
CAPITAL STRUCTURE434300.0%
COMPENSATION176130826.1%
CORPORATE GOVERNANCE1481341412.2%
ENVIRONMENT OR CLIMATE1100.0%
HUMAN RIGHTS OR HUMAN CAPITAL/WORKFORCE22050.0%
DIVERSITY, EQUITY, AND INCLUSION1100.0%
OTHER SOCIAL ISSUES3300.0%
OTHER523not reported

By season

SeasonVote recordsAgainst managementSay-on-pay supportShareholder-proposal supportSplit
year to 30 June 20244,1333.5%89.1%75.0%
year to 30 June 20254,4303.4%89.9%63.6%
year to 30 June 20264,2703.1%90.9%65.0%

Say-on-pay votes against management

Counting one say-on-pay item per company meeting, ROYCE SMALL-CAP TRUST, INC. voted against management on 34 of the 418 it marked either way (8.1%) in the year to 30 June 2026.

Shareholder proposals it supported

Of 17 proposals from security holders that could be told apart in the filings and on which it cast a vote, ROYCE SMALL-CAP TRUST, INC. voted for 11 (64.7%). Titles are the most common wording among filers; where a wording could name a person, the SEC category is printed instead.

CompanyMeetingProposal
Lincoln National Corporation28 May 2026Require Independent Board Chair
RB Global, Inc.30 Apr 2026Approval of a special resolution, requiring the Company to adopt a policy and amend its governing...
MKS Instruments, Inc.11 May 2026A shareholder proposal to reduce the threshold percentage of shareholders required to call a special...
Qorvo, Inc.13 Aug 2025Reduce Ownership Threshold for Shareholders to Call Special Meeting
Resideo Technologies, Inc.3 Jun 2026Shareholder Proposal Regarding Shareholder Right to Act by Written Consent.
The Timken Company8 May 2026Corporate governance
Meritage Homes Corporation21 May 2026Shareholder proposal to improve shareholder ability to call for a special shareholder meeting.
The Western Union Company14 May 2026Stockholder proposal regarding stockholder right to act by written consent
SkyWest, Inc.5 May 2026A shareholder proposal regarding collective bargaining policy.
Asbury Automotive Group, Inc.4 May 2026Stockholder proposal regarding special stockholder meetings.
Select Medical Holdings Corporation23 Apr 2026Non-Binding Advisory Vote on a Stockholder Proposal to provide stockholders the right to call a special...

Shares on loan

ROYCE SMALL-CAP TRUST, 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.

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 ROYCE SMALL-CAP TRUST, INC. vote on executive pay?

In the year to 30 June 2026 ROYCE SMALL-CAP TRUST, INC. reported 430 votes in the category SECTION 14A SAY-ON-PAY VOTES that were cast for, against or abstain. 391 were for (90.9%), 5 against and 34 abstentions. Counting one item per company meeting, it voted against management on 34 of the 418 say-on-pay items it marked either way.

How often does ROYCE SMALL-CAP TRUST, INC. vote against management?

3.1% of the time in the year to 30 June 2026: 131 of the 4,258 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 ROYCE SMALL-CAP TRUST, INC. support shareholder proposals on climate?

It reported no votes on security-holder proposals in the category ENVIRONMENT OR CLIMATE for the year to 30 June 2026. Across every category it voted for 65.0% of security-holder proposals.

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 ROYCE SMALL-CAP TRUST, INC. (filer no. 804116), 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.