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Form N-PX · fund registrantSEC filer no. 810573

DEUTSCHE DWS VARIABLE SERIES II

fund voting report, part of DWS

Vote records reported
6,121year to 30 June 2026
Against management
6.1%367 of 5,991 marked votes
Say-on-pay support
87.6%for, of for + against + abstain
Shareholder-proposal support
40.4%for, of for + against + abstain
92.6% for5.3% against2.1% other6.1% against management6,014 votes

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

For the year to 30 June 2026, DEUTSCHE DWS VARIABLE SERIES II reported 6,121 vote records on Form N-PX. 367 of the 5,991 votes that were marked for or against management went against management: 6.1%, close to the median fund registrant (6.2%).

Weighted by the number of shares voted, the against-management share is 5.9%. 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 87.6% of the section 14A say-on-pay items it reported (the median fund registrant: 91.6%) and it voted for 40.4% of the proposals put forward by security holders (the median fund registrant: 27.5%).

By category, votes against management were most frequent in OTHER SOCIAL ISSUES (28.8% of 73), COMPENSATION (13.7% of 417) and HUMAN RIGHTS OR HUMAN CAPITAL/WORKFORCE (12.5% of 24).

It reported 2.8 million shares out on loan at record dates, 3.69% 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 share6.1%6.2%10.6%
Say-on-pay support rate87.6%91.6%86.0%
Shareholder-proposal support rate40.4%27.5%33.9%
Shares on loan, share of shares held3.69%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 ELECTIONS3,5453,382614.4%
SECTION 14A SAY-ON-PAY VOTES3883184511.1%
AUDIT-RELATED49048730.4%
SHAREHOLDER RIGHTS AND DEFENSES1815316.7%
EXTRAORDINARY TRANSACTIONS393637.7%
CAPITAL STRUCTURE389376133.9%
COMPENSATION4253576313.7%
CORPORATE GOVERNANCE739676639.5%
ENVIRONMENT OR CLIMATE5716411.8%
HUMAN RIGHTS OR HUMAN CAPITAL/WORKFORCE2415912.5%
DIVERSITY, EQUITY, AND INCLUSION3012180.0%
OTHER SOCIAL ISSUES73413228.8%
OTHER11650.0%

By season

SeasonVote recordsAgainst managementSay-on-pay supportShareholder-proposal supportSplit
year to 30 June 20246,2237.7%92.2%63.8%
year to 30 June 20256,0257.5%89.4%44.1%
year to 30 June 20266,1216.1%87.6%40.4%

Say-on-pay votes against management

Counting one say-on-pay item per company meeting, DEUTSCHE DWS VARIABLE SERIES II voted against management on 35 of the 335 it marked either way (10.4%) in the year to 30 June 2026.

Shareholder proposals it supported

Of 146 proposals from security holders that could be told apart in the filings and on which it cast a vote, DEUTSCHE DWS VARIABLE SERIES II voted for 60 (41.1%). 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 Al and Machine Learning Tools for Oil and Gas Development and Production
Microsoft Corporation5 Dec 2025Report on Al Data Usage Oversight
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...
Alphabet Inc.5 Jun 2026Shareholder proposal regarding a report on AI data usage oversight
Alphabet Inc.5 Jun 2026Shareholder proposal regarding a report on AI-generated misinformation
Alphabet Inc.5 Jun 2026Shareholder proposal regarding a report on data privacy
Alphabet Inc.5 Jun 2026Shareholder proposal regarding AI Board oversight
Alphabet Inc.5 Jun 2026Shareholder proposal regarding equal shareholder voting
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 prepare an annual lobbying report.
Eli Lilly and Company4 May 2026Shareholder proposal to adopt a policy and amend the bylaws to require an independent board chair.
Merck & Co., Inc.26 May 2026Shareholder proposal regarding a report on political contributions.
Bank of America Corporation4 May 2026Shareholder proposal requesting independent board chair
PEPSICO, INC.6 May 2026Shareholder Proposal - Report Evaluating the Treatment of Animals within Supply Chain.
QUALCOMM Incorporated17 Mar 2026Stockholder proposal entitled "Shareholder Ability to Call for a Special Meeting."
International Business Machines Corporation28 Apr 2026Stockholder Proposal Requesting a Right to Act by Written Consent
Wells Fargo & Company28 Apr 2026Require Independent Board Chair
Wells Fargo & Company28 Apr 2026Shareholder Proposal - Govern by Majority Vote.
Comcast Corporation10 Jun 2026Adopt policy to have an independent chair
Gilead Sciences, Inc.30 Apr 2026To vote on a stockholder proposal requesting a report on the impact of extended patent exclusivities on...
LOCKHEED MARTIN CORPORATION12 May 2026Stockholder Proposal Requiring Independent Board Chairman
Lam Research Corporation4 Nov 2025Stockholder proposal titled "Realistic Shareholder Ability to Call for a Special Shareholder Meeting,"
Booking Holdings Inc.2 Jun 2026Non-binding stockholder vote on a proposal to avoid brand damage due to corporate political spending.
Booking Holdings Inc.2 Jun 2026Non-binding stockholder vote on a stockholder resolution regarding business operations in illegal settlements.
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
Zoetis Inc.20 May 2026Shareholder proposal to permit shareholder action by written consent.
PayPal Holdings, Inc.19 May 2026Stockholder Proposal - Reduce Threshold to Call Special Meetings of Stockholders.
Autodesk, Inc.17 Jun 2026Stockholder proposal requesting amendment to stockholder special meeting right.
Equinix, Inc.13 May 2026Consideration and vote upon a stockholder proposal, if properly presented at the Annual Meeting, related...
Delta Air Lines, Inc.18 Jun 2026A shareholder proposal requesting the ability for shareholders to act by written consent.
HCA Healthcare, Inc.23 Apr 2026Stockholder proposal, if properly presented at the meeting, regarding stockholders' right to act by...
HCA Healthcare, Inc.23 Apr 2026Stockholder proposal, if properly presented at the meeting, regarding a report on healthcare consequences.
Dollar General Corporation28 May 2026To vote on a shareholder proposal asking the Board to take the steps necessary to reduce the minimum...
Cognizant Technology Solutions Corporation2 Jun 2026Shareholder proposal to adopt shareholder right to act by written consent
Dover Corporation8 May 2026To consider a shareholder proposal requesting an independent board chair.
SHOPIFY INC.16 Jun 2026Adopt a Policy on Responsible Use of Artificial Intelligence ("AI") in the Company's Business and Operations

Shares on loan

DEUTSCHE DWS VARIABLE SERIES II reported 2.8 million shares on loan at record dates against 74.0 million shares voted: 3.69% 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

6 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
DWS Global Income Builder VIP1,4895.2%79.1%40.9%
DWS International Opportunities VIP1,3246.1%100.0%26.7%
DWS Small Mid Cap Value VIP1,2466.4%91.7%60.0%
DWS CROCI U.S. VIP1,0455.6%86.1%39.7%
DWS Small Mid Cap Growth VIP9607.7%91.3%66.7%
DWS High Income VIP577.0%100.0%not 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 DEUTSCHE DWS VARIABLE SERIES II vote on executive pay?

In the year to 30 June 2026 DEUTSCHE DWS VARIABLE SERIES II reported 363 votes in the category SECTION 14A SAY-ON-PAY VOTES that were cast for, against or abstain. 318 were for (87.6%), 45 against and 0 abstentions. Counting one item per company meeting, it voted against management on 35 of the 335 say-on-pay items it marked either way.

How often does DEUTSCHE DWS VARIABLE SERIES II vote against management?

6.1% of the time in the year to 30 June 2026: 367 of the 5,991 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 DEUTSCHE DWS VARIABLE SERIES II support shareholder proposals on climate?

In the category ENVIRONMENT OR CLIMATE it reported 42 votes on proposals from security holders in the year to 30 June 2026 and voted for 1 of them (2.4%). Across every category it voted for 40.4% 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 DEUTSCHE DWS VARIABLE SERIES II (filer no. 810573), 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.