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Form N-PX · fund registrantSEC filer no. 862084

VANGUARD INSTITUTIONAL INDEX FUNDS

fund voting report, part of Vanguard

Vote records reported
59,634year to 30 June 2026
Against management
18.7%13,142 of 70,102 marked votes
Say-on-pay support
95.9%for, of for + against + abstain
Shareholder-proposal support
25.9%for, of for + against + abstain
79.0% for11.8% against9.2% other18.7% against management70,166 votes

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

For the year to 30 June 2026, VANGUARD INSTITUTIONAL INDEX FUNDS reported 59,634 vote records on Form N-PX. 13,142 of the 70,102 votes that were marked for or against management went against management: 18.7%, 12.5 percentage points above the median fund registrant (6.2%).

Weighted by the number of shares voted, the against-management share is 1.4%. 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 95.9% of the section 14A say-on-pay items it reported (the median fund registrant: 91.6%) and it voted for 25.9% of the proposals put forward by security holders (the median fund registrant: 27.5%).

By category, votes against management were most frequent in COMPENSATION (36.4% of 3,304), OTHER SOCIAL ISSUES (31.5% of 571) and CORPORATE GOVERNANCE (31.2% of 2,634).

It reported 19.4 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 share18.7%6.2%10.6%
Say-on-pay support rate95.9%91.6%86.0%
Shareholder-proposal support rate25.9%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 ELECTIONS47,72238,6844,68118.9%
SECTION 14A SAY-ON-PAY VOTES8,2037,2032895.1%
AUDIT-RELATED5,8864,74273419.4%
INVESTMENT COMPANY MATTERS2200.0%
SHAREHOLDER RIGHTS AND DEFENSES35023211024.3%
EXTRAORDINARY TRANSACTIONS3473053010.1%
CAPITAL STRUCTURE7596288518.7%
COMPENSATION3,3152,07071236.4%
CORPORATE GOVERNANCE2,6541,45091531.2%
ENVIRONMENT OR CLIMATE4448530430.0%
HUMAN RIGHTS OR HUMAN CAPITAL/WORKFORCE1362511113.3%
DIVERSITY, EQUITY, AND INCLUSION126131124.1%
OTHER SOCIAL ISSUES57411538531.5%
OTHER110not reported

By season

SeasonVote recordsAgainst managementSay-on-pay supportShareholder-proposal supportSplit
year to 30 June 202437,6892.9%97.3%7.0%
year to 30 June 202535,7701.6%97.9%8.1%
year to 30 June 202659,63418.7%95.9%25.9%

Say-on-pay votes against management

Counting one say-on-pay item per company meeting, VANGUARD INSTITUTIONAL INDEX FUNDS voted against management on 58 of the 2,658 it marked either way (2.2%) in the year to 30 June 2026. The 40 companies with the most reporting filers are listed.

A further 1 say-on-pay item was reported without a management mark and are left out of both sides of that fraction.

Shareholder proposals it supported

Of 444 proposals from security holders that could be told apart in the filings and on which it cast a vote, VANGUARD INSTITUTIONAL INDEX FUNDS voted for 41 (9.2%). 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
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
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
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.
FORD MOTOR COMPANY14 May 2026A shareholder proposal relating to a request that the Board take steps to implement one vote per share for...
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
Datadog, Inc.15 Jun 2026The stockholder proposal, if properly presented at the Annual Meeting, requesting the adoption of a simple...
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...
Lennar Corporation8 Apr 2026Shareholder proposal: SHAREHOLDER RIGHTS AND DEFENSES
ON Semiconductor Corporation14 May 2026To vote on a stockholder proposal regarding simple majority voting
Albemarle Corporation5 May 2026Shareholder Proposal regarding shareholders ability to call for a special shareholder meeting.
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...
Norwegian Cruise Line Holdings Ltd.11 Jun 2026A shareholder proposal requesting the declassification of our board of directors
Norwegian Cruise Line Holdings Ltd.11 Jun 2026To consider and vote upon one shareholder proposal
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.
Fortune Brands Innovations, Inc.5 May 2026Advisory vote to approve named executive officer compensation
Five Below, Inc.16 Jun 2026Shareholder proposal requesting that provisions in the Company's governance documents requiring greater...
Eagle Materials Inc.4 Aug 2025Non-binding advisory stockholder proposal requesting the declassification of our Board of Directors.
AGCO Corporation23 Apr 2026Stockholder proposal regarding giving stockholders an ability to call for a special stockholder meeting
Wyndham Hotels & Resorts, Inc.14 May 2026To vote on a stockholder proposal, if properly presented at the meeting, regarding stockholder ability to...
Mohawk Industries, Inc.21 May 2026Stockholder proposal regarding a majority vote standard.
Bio-Rad Laboratories, Inc.21 Apr 2026Stockholder proposal regarding dual class capital structure.
PENN Entertainment, Inc.16 Jun 2026Declassify the board of directors
Columbia Sportswear Company10 Jun 2026Shareholder proposal regarding proxy access.
Calix, Inc.14 May 2026To hold an advisory vote on a stockholder proposal relating to a simple majority vote.
BlackLine, Inc.7 May 2026Declassify the board of directors
El Pollo Loco Holdings, Inc.26 May 2026Shareholder proposal: CORPORATE GOVERNANCE
Krispy Kreme, Inc.10 Jun 2026To vote on a stockholder proposal requesting that the Company's governing documents be amended to replace...

Shares on loan

VANGUARD INSTITUTIONAL INDEX FUNDS reported 19.4 million shares on loan at record dates against 36.31 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

2 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
VANGUARD MORNINGSTAR INSTITUTIONAL TOTAL STOCK MARKET INDEX FUND31,0712.5%97.8%9.1%
VANGUARD INSTITUTIONAL INDEX FUND28,56331.6%92.6%29.7%

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 INSTITUTIONAL INDEX FUNDS vote on executive pay?

In the year to 30 June 2026 VANGUARD INSTITUTIONAL INDEX FUNDS reported 7,506 votes in the category SECTION 14A SAY-ON-PAY VOTES that were cast for, against or abstain. 7,202 were for (95.9%), 289 against and 15 abstentions. Counting one item per company meeting, it voted against management on 58 of the 2,658 say-on-pay items it marked either way. A further 1 say-on-pay item was reported without a management mark and are not counted in that figure.

How often does VANGUARD INSTITUTIONAL INDEX FUNDS vote against management?

18.7% of the time in the year to 30 June 2026: 13,142 of the 70,102 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 INSTITUTIONAL INDEX FUNDS support shareholder proposals on climate?

In the category ENVIRONMENT OR CLIMATE it reported 421 votes on proposals from security holders in the year to 30 June 2026 and voted for 78 of them (18.5%). Across every category it voted for 25.9% 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 INSTITUTIONAL INDEX FUNDS (filer no. 862084), 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.