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Form N-PX · fund registrantSEC filer no. 857490

VANGUARD VARIABLE INSURANCE FUNDS

fund voting report, part of Vanguard

Vote records reported
28,398year to 30 June 2026
Against management
2.4%666 of 28,229 marked votes
Say-on-pay support
96.7%for, of for + against + abstain
Shareholder-proposal support
11.2%for, of for + against + abstain
93.5% for4.8% against1.6% other2.4% against management28,351 votes

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

VANGUARD VARIABLE INSURANCE FUNDS reported 28,398 vote records for the year to 30 June 2026. It marked 2.4% of its votes as cast against management (666 of 28,229), 3.9 percentage points below the median fund registrant, which was 6.2%.

Weighted by the number of shares voted, the against-management share is 2.1%. 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 96.7% of the section 14A say-on-pay items it reported (the median fund registrant: 91.6%) and it voted for 11.2% of the proposals put forward by security holders (the median fund registrant: 27.5%).

By category, votes against management were most frequent in SHAREHOLDER RIGHTS AND DEFENSES (25.9% of 185), CORPORATE GOVERNANCE (5.7% of 1,463) and CAPITAL STRUCTURE (5.6% of 756).

It reported 5.5 million shares out on loan at record dates, 0.05% 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 share2.4%6.2%10.6%
Say-on-pay support rate96.7%91.6%86.0%
Shareholder-proposal support rate11.2%27.5%33.9%
Shares on loan, share of shares held0.05%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 ELECTIONS17,96517,6201651.7%
SECTION 14A SAY-ON-PAY VOTES4,1803,8141303.3%
AUDIT-RELATED2,1892,18050.3%
SHAREHOLDER RIGHTS AND DEFENSES1891216525.9%
EXTRAORDINARY TRANSACTIONS11310672.7%
CAPITAL STRUCTURE769734315.6%
COMPENSATION937859684.6%
CORPORATE GOVERNANCE1,4981,0364325.7%
ENVIRONMENT OR CLIMATE213102030.5%
HUMAN RIGHTS OR HUMAN CAPITAL/WORKFORCE9610864.2%
DIVERSITY, EQUITY, AND INCLUSION11661100.0%
OTHER SOCIAL ISSUES297352621.7%
OTHER787445.4%

By season

SeasonVote recordsAgainst managementSay-on-pay supportShareholder-proposal supportSplit
year to 30 June 202428,9362.8%95.3%14.1%
year to 30 June 202527,0572.3%95.7%11.5%
year to 30 June 202628,3982.4%96.7%11.2%

Say-on-pay votes against management

Counting one say-on-pay item per company meeting, VANGUARD VARIABLE INSURANCE FUNDS voted against management on 30 of the 1,141 it marked either way (2.6%) in the year to 30 June 2026.

A further 2 say-on-pay items were reported without a management mark and are left out of both sides of that fraction.

Shareholder proposals it supported

Of 392 proposals from security holders that could be told apart in the filings and on which it cast a vote, VANGUARD VARIABLE INSURANCE FUNDS voted for 38 (9.7%). Titles are the most common wording among filers; where a wording could name a person, the SEC category is printed instead.

CompanyMeetingProposal
NVIDIA Corporation24 Jun 2026Approval of a non-binding stockholder proposal requesting the replacement of supermajority voting...
Alphabet Inc.5 Jun 2026Shareholder proposal regarding equal shareholder voting
Eli Lilly and Company4 May 2026Shareholder proposal to adopt a policy and amend the bylaws to require an independent board chair.
Tesla, Inc.6 Nov 2025A shareholder proposal to seek shareholder approval before adopting an amendment to the bylaws pursuant to...
Tesla, Inc.6 Nov 2025Declassify the Board of Directors
Pfizer Inc.23 Apr 2026Adopt an Independent Chair Policy
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...
EXXON MOBIL CORPORATION27 May 2026Require Independent Board Chair
Meta Platforms, Inc.27 May 2026A shareholder proposal regarding annual vote regarding executive pay.
Meta Platforms, Inc.27 May 2026A shareholder proposal regarding dual class capital structure.
United Parcel Service, Inc.7 May 2026To take steps to reduce the voting power of UPS class A stock from 10 votes per share to one vote per share.
Zoetis Inc.20 May 2026Shareholder proposal to permit shareholder action by written consent.
FedEx Corporation29 Sep 2025Stockholder proposal regarding independent board chairman.
L3Harris Technologies, Inc.11 May 2026Shareholder Proposal titled "Improve Shareholder Ability to Call for a Special Shareholder Meeting".
FORD MOTOR COMPANY14 May 2026A shareholder proposal relating to a request that the Board take steps to implement one vote per share for...
Northrop Grumman Corporation20 May 2026Shareholder proposal to provide for an independent Board chair.
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.
Airbnb, Inc.5 Jun 2026Dual-class sunset; and
NRG Energy, Inc.30 Apr 2026To vote on a stockholder proposal to give shareholders the ability to call for a special shareholder meeting
Keysight Technologies, Inc.19 Mar 2026Consider, on a non-binding advisory basis, a Stockholder Proposal: Shareholder Ability to Call for a...
Regions Financial Corporation6 May 2026Shareholder Proposal Relating to Special Shareholder Meeting.
Lennar Corporation8 Apr 2026Shareholder proposal: SHAREHOLDER RIGHTS AND DEFENSES
ON Semiconductor Corporation14 May 2026To vote on a stockholder proposal regarding simple majority voting
lululemon athletica inc.25 Jun 2026Declassify the Board of Directors
Zscaler, Inc.12 Jan 2026To vote on a non-binding stockholder proposal requesting the declassification of our board of directors.
HubSpot, Inc.15 Jun 2026A stockholder proposal to change the Company's Sixth Amended and Restated Bylaws to allow 10% holders of...
Entegris, Inc.6 May 2026Stockholder Proposal: Providing stockholders the right to call special meetings of stockholders.
Norwegian Cruise Line Holdings Ltd.11 Jun 2026A shareholder proposal requesting the declassification of our board of directors
Campbell Soup Company18 Nov 2025To vote on a shareholder proposal regarding simple majority voting.
TransUnion12 May 2026Advisory vote on a stockholder proposal requesting a stockholder right to call a special meeting.
The Timken Company8 May 2026Corporate governance
Eagle Materials Inc.4 Aug 2025Non-binding advisory stockholder proposal requesting the declassification of our Board of Directors.
Calix, Inc.14 May 2026To hold an advisory vote on a stockholder proposal relating to a simple majority vote.
Bloomin' Brands, Inc.22 Apr 2026Shareholder proposal: CAPITAL STRUCTURE
Shimano, Inc.24 Mar 2026Initiate Share Repurchase Program

Shares on loan

VANGUARD VARIABLE INSURANCE FUNDS reported 5.5 million shares on loan at record dates against 11.75 billion shares voted: 0.05% 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

11 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
EQUITY INDEX PORTFOLIO7,1061.0%98.4%6.2%
SMALL COMPANY GROWTH PORTFOLIO4,9603.4%97.1%33.3%
Morningstar Mid-Cap Index Portfolio3,9511.7%97.5%9.0%
EQUITY INCOME PORTFOLIO3,0901.1%97.5%4.4%
INTERNATIONAL PORTFOLIO2,1244.4%93.0%8.0%
PRIMECAP PORTFOLIO1,9261.3%97.2%7.0%
DIVERSIFIED VALUE PORTFOLIO1,7692.3%96.3%11.6%
REAL ESTATE INDEX PORTFOLIO1,5841.8%97.9%not reported
BALANCED PORTFOLIO1,1906.2%88.2%22.0%
GROWTH PORTFOLIO67410.4%88.1%29.2%
HIGH-YIELD BOND PORTFOLIO240.0%not reportednot 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 VANGUARD VARIABLE INSURANCE FUNDS vote on executive pay?

In the year to 30 June 2026 VANGUARD VARIABLE INSURANCE FUNDS reported 3,944 votes in the category SECTION 14A SAY-ON-PAY VOTES that were cast for, against or abstain. 3,814 were for (96.7%), 130 against and 0 abstentions. Counting one item per company meeting, it voted against management on 30 of the 1,141 say-on-pay items it marked either way. A further 2 say-on-pay items were reported without a management mark and are not counted in that figure.

How often does VANGUARD VARIABLE INSURANCE FUNDS vote against management?

2.4% of the time in the year to 30 June 2026: 666 of the 28,229 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 VANGUARD VARIABLE INSURANCE FUNDS support shareholder proposals on climate?

In the category ENVIRONMENT OR CLIMATE it reported 204 votes on proposals from security holders in the year to 30 June 2026 and voted for 1 of them (0.5%). Across every category it voted for 11.2% 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 VANGUARD VARIABLE INSURANCE FUNDS (filer no. 857490), 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.