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Form N-PX · fund registrantSEC filer no. 923084

T. Rowe Price Spectrum Funds II, Inc.

fund voting report, part of T. Rowe Price

Vote records reported
19,800year to 30 June 2026
Against management
4.7%929 of 19,812 marked votes
Say-on-pay support
95.7%for, of for + against + abstain
Shareholder-proposal support
12.0%for, of for + against + abstain
92.2% for5.3% against2.5% other4.7% against management19,866 votes

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

T. Rowe Price Spectrum Funds II, Inc. reported 19,800 vote records for the year to 30 June 2026. It marked 4.7% of its votes as cast against management (929 of 19,812), 1.5 percentage points below the median fund registrant, which was 6.2%.

Weighted by the number of shares voted, the against-management share is 1.7%. 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 95.7% of the section 14A say-on-pay items it reported (the median fund registrant: 91.6%) and it voted for 12.0% 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 (25.5% of 153), SHAREHOLDER RIGHTS AND DEFENSES (21.1% of 57) and CORPORATE GOVERNANCE (7.2% of 2,028).

It reported 39.1 million shares out on loan at record dates, 3.26% 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 share4.7%6.2%10.6%
Say-on-pay support rate95.7%91.6%86.0%
Shareholder-proposal support rate12.0%27.5%33.9%
Shares on loan, share of shares held3.26%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 ELECTIONS11,92811,3302255.0%
SECTION 14A SAY-ON-PAY VOTES1,116976414.7%
AUDIT-RELATED1,6021,59090.4%
INVESTMENT COMPANY MATTERS3300.0%
SHAREHOLDER RIGHTS AND DEFENSES60481221.1%
EXTRAORDINARY TRANSACTIONS1531113925.5%
CAPITAL STRUCTURE1,3651,341242.4%
COMPENSATION1,4071,333624.2%
CORPORATE GOVERNANCE2,0551,7013517.2%
ENVIRONMENT OR CLIMATE183301531.6%
HUMAN RIGHTS OR HUMAN CAPITAL/WORKFORCE9027630.0%
DIVERSITY, EQUITY, AND INCLUSION9627690.0%
OTHER SOCIAL ISSUES297962011.0%
OTHER7866123.8%

By season

SeasonVote recordsAgainst managementSay-on-pay supportShareholder-proposal supportSplit
year to 30 June 202422,2295.2%92.1%9.9%
year to 30 June 202521,6214.3%96.7%12.0%
year to 30 June 202619,8004.7%95.7%12.0%

Say-on-pay votes against management

Counting one say-on-pay item per company meeting, T. Rowe Price Spectrum Funds II, Inc. voted against management on 10 of the 334 it marked either way (3.0%) in the year to 30 June 2026.

Shareholder proposals it supported

Of 200 proposals from security holders that could be told apart in the filings and on which it cast a vote, T. Rowe Price Spectrum Funds II, Inc. voted for 18 (9.0%). 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 2025Declassify the Board of Directors
Tesla, Inc.6 Nov 2025Shareholder proposal: CORPORATE GOVERNANCE
Lowe's Companies, Inc.29 May 2026Shareholder Proposal requesting a report describing how the Company could disclose its plastic packaging...
PALANTIR TECHNOLOGIES INC.3 Jun 2026Stockholder proposal entitled "Political Spending Disclosure,"
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.
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...
PPG Industries, Inc.16 Apr 2026Shareholder proposal to adopt a policy requiring an independent board chair
Fortune Brands Innovations, Inc.5 May 2026Advisory vote to approve named executive officer compensation
OGE Energy Corp.14 May 2026Shareholder Proposal Regarding Simple Majority Vote.
Moncler SpA21 Apr 2026Shareholder proposal: AUDIT-RELATED
Moncler SpA21 Apr 2026Shareholder proposal: AUDIT-RELATED
Moncler SpA21 Apr 2026Shareholder proposal: CORPORATE GOVERNANCE
Assicurazioni Generali SpA23 Apr 2026Shareholder proposal: AUDIT-RELATED

Shares on loan

T. Rowe Price Spectrum Funds II, Inc. reported 39.1 million shares on loan at record dates against 1.16 billion shares voted: 3.26% 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

3 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
T. Rowe Price Spectrum Moderate Allocation Fund6,6004.7%96.1%9.0%
T. Rowe Price Spectrum Moderate Growth Allocation Fund6,6004.6%96.4%9.0%
T. Rowe Price Spectrum Conservative Allocation Fund6,6004.7%96.1%9.0%

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 T. Rowe Price Spectrum Funds II, Inc. vote on executive pay?

In the year to 30 June 2026 T. Rowe Price Spectrum Funds II, Inc. reported 1,020 votes in the category SECTION 14A SAY-ON-PAY VOTES that were cast for, against or abstain. 976 were for (95.7%), 41 against and 3 abstentions. Counting one item per company meeting, it voted against management on 10 of the 334 say-on-pay items it marked either way.

How often does T. Rowe Price Spectrum Funds II, Inc. vote against management?

4.7% of the time in the year to 30 June 2026: 929 of the 19,812 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 Spectrum Funds II, Inc. support shareholder proposals on climate?

In the category ENVIRONMENT OR CLIMATE it reported 156 votes on proposals from security holders in the year to 30 June 2026 and voted for 3 of them (1.9%). Across every category it voted for 12.0% 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 Spectrum Funds II, Inc. (filer no. 923084), 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.