# Shareholder Meeting Vote Results - SEC Form 8-K, Item 5.07 > Database of shareholder meeting vote results from Form 8-K material event filings under Item 5.07, including director elections, say-on-pay and say-on-frequency votes, auditor ratifications, shareholder proposals, mergers and SPAC votes, with votes for, against or withheld, abstentions and broker non-votes. Source: https://sec-api.io/docs/shareholder-votes-form-8k-item-5-07-data-api The Shareholder Vote Results Data API provides access to a database of shareholder meeting results, extracted from material event disclosures filed under Item 5.07 of Form 8-K: "Submission of Matters to a Vote of Security Holders." A company must file Item 5.07 when it submits a matter to a vote of its security holders, at a meeting or by other means, such as a solicitation of written consents. The filing states the date of the meeting and whether it was an annual or a special meeting. It names each director elected and describes each other matter voted on. For each matter and each director nominee, it states the number of votes cast for, against or withheld, and the number of abstentions and broker non-votes. The company must file the report within four business days after the meeting ends. If the report contains preliminary results, the company must file an amended report with the final results within four business days after the final results are known. When shareholders vote on how often to hold the advisory vote on executive compensation (say-on-pay vote), the company must disclose its decision on the frequency in an amendment to the report, no later than 150 calendar days after the meeting. Data sample · Shareholder vote results | Filed at | Ticker | Company | Meeting type | Meeting status | Meeting date | Filing role | Proposals | Approved | Not approved | Categories | Contested | Frequency decision | Redemptions | Chain key | CIK | Accession no. | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 2026-10-06 | COLA | Columbus Acquisition Corp/Cayman Islands | special | reconvened | 2026-09-30 | initial | 8 | 7 | 0 | charter_amendment; spac_business_combination; equity_plan; share_issuance; director_election; adjournment | – | not_applicable | 2,515,182 | 2028201-2026-09-10 | 2028201 | 0001213900-26-107198 | | 2026-10-05 | JSPR | Jasper Therapeutics, Inc. | special | held | 2026-09-30 | initial | 3 | 3 | 0 | reverse_split; authorized_shares; adjournment | – | not_applicable | – | 1788028-2026-09-30 | 1788028 | 0001213900-26-106651 | | 2026-08-17 | SJM | J M SMUCKER Co | annual | held | 2026-08-12 | initial | 3 | 3 | 0 | director_election; auditor_ratification; say_on_pay | – | not_applicable | – | 91419-2026-08-12 | 91419 | 0000091419-26-000076 | | 2026-08-12 | NCLH | Norwegian Cruise Line Holdings Ltd. | annual | held | 2026-06-11 | amendment_update | 1 | 0 | 0 | say_on_frequency | – | disclosed | – | 1513761-2026-06-11 | 1513761 | 0001104659-26-094888 | | 2026-07-22 | GCO | GENESCO INC | annual | held | 2026-07-21 | initial | 4 | 4 | 0 | director_election; say_on_pay; equity_plan; auditor_ratification | Yes | not_applicable | – | 18498-2026-07-21 | 18498 | 0001193125-26-312503 | | 2026-05-22 | WELL | WELLTOWER INC. | annual | held | 2026-05-21 | initial | 3 | 2 | 1 | director_election; auditor_ratification; say_on_pay | – | not_applicable | – | 766704-2026-05-21 | 766704 | 0001193125-26-237176 | | 2026-05-01 | SW | Smurfit Westrock plc | annual | held | 2026-05-01 | initial | 7 | 7 | 0 | director_election; say_on_pay; auditor_ratification; other; share_capital_authority | – | not_applicable | – | 2005951-2026-05-01 | 2005951 | 0001104659-26-053535 | | 2026-04-24 | KKR | KKR & Co. Inc. | special | adjourned | 2026-04-21 | initial | 5 | 4 | 0 | charter_amendment; adjournment | – | not_applicable | – | 1404912-2026-04-21 | 1404912 | 0001140361-26-016769 | | 2026-01-06 | STAA | STAAR SURGICAL CO | special | held | 2026-01-06 | initial | 2 | 0 | 2 | merger; merger_related_compensation | – | not_applicable | – | 718937-2026-01-06 | 718937 | 0001193125-26-004699 | | 2025-12-08 | MSFT | MICROSOFT CORP | annual | held | 2025-12-05 | initial | 10 | 4 | 6 | director_election; say_on_pay; auditor_ratification; equity_plan; shareholder_proposal | – | not_applicable | – | 789019-2025-12-05 | 789019 | 0001193125-25-311196 | The data is extracted from the text disclosed under Item 5.07, from other items and exhibits of the same filing, and from the explanatory note of a Form 8-K/A. The data is provided in a structured JSON format. The extracted information includes: - Type, status and dates of the meeting, such as annual and special meetings, adjourned and reconvened sessions, written consents and consent solicitations - Attendance and quorum, shares outstanding and present, share classes and voting power - Each proposal with its category, such as director elections, say-on-pay, auditor ratifications, equity plans, mergers, reverse stock splits, SPAC extensions and shareholder proposals - Votes for, against or withheld, abstentions, broker non-votes and uncast votes for each proposal, share class and director nominee - Outcome, vote standard and board recommendation as stated in the filing - Support percentages calculated from the vote counts on two bases, and support percentages printed by the company - Contested director elections, with the company and dissident nominees - Say-on-frequency votes and the frequency decision under Item 5.07(d) - Redemptions from SPAC trust accounts reported with the vote - A chain key that links the first report on a meeting to all later reports and amendments about the same meeting - Short quotes from the filing text that support key values ## API Endpoint Search and retrieve structured details about shareholder vote results from Form 8-K filings by sending `POST` HTTP requests with search parameters as JSON-formatted payload to the following API endpoint: https://api.sec-api.io/material-events/shareholder-votes Supported HTTP methods: `POST` Request and response content type: `JSON` ## Authentication To authenticate your API requests, use the API key available in your [user profile](https://sec-api.io/login). You can use your API key in one of two ways. Choose the method that best fits your implementation: - **Authorization Header:** Include your API key as an `Authorization` header in your `POST` requests. For instance, before sending a `POST` request to `https://api.sec-api.io/material-events/shareholder-votes`, ensure the header is set as follows: `Authorization: YOUR_API_KEY`. - **Query Parameter:** Alternatively, append your API key directly to the URL as a query parameter. For example, when making `POST` requests, use the URL `https://api.sec-api.io/material-events/shareholder-votes?token=YOUR_API_KEY` instead of the base endpoint. ## Request Parameters Search shareholder voting results disclosed in Form 8-K filings by sending a search query to the API. All fields of the extracted data are searchable. For a complete list of searchable fields, refer to the [Response Structure section](#response-format) below. Send a search query as a JSON-formatted payload to the API using the structure explained below. **Request parameters:** - query: string Your search criteria in the format `field:value` defining the fields to search in and the values to search for in those fields. The query is written in Lucene syntax and supports boolean operators (AND, OR, NOT), range queries across date and number fields using square brackets (`[`, `]`), wildcards (`*`) and search expression grouping with normal brackets (`(`, `)`). More [information on Lucene is available here](https://sec-api.io/resources/lucene-query-syntax-overview). Query examples are [available below.](#request-examples) - from: integer Specifies the starting position of your results, allowing for pagination. For instance, set `from` to 50 to skip the first 50 results. Default: 0. Maximum: 10,000, which is also the cap for the maximum number of results returned per `query`. To retrieve all results in your search universe, increment `from` by the value of the `size` parameter (e.g., 50) until no more results are returned or the 10,000 limit is reached. For example, use 0, 50, 100, and so on. If your `query` locates more than 10,000 results, consider narrowing your search by refining your filter criteria, such as using a date range filter to iterate over months or years. One approach would be to search for items with a `filing.filedAt` date range filter, e.g., `filing.filedAt:[2025-01-01 TO 2025-01-31]` (all filings from January 2025), then paginate through the results by incrementing `from`, and once completed, repeat the process for the next month, and so on. - size: integer The number of results to be returned per request. Default: 50. Maximum: 50. - sort: array An array of objects that specify how the returned results are sorted. For example, `[{ "filing.filedAt": { "order": "desc" } }]` sorts the results by the filing date, most recent filings first. Set `order` to `asc` to sort in ascending order. ### Request Examples Find all filings from 2026 that report at least one proposal that shareholders did not approve, with the result sorted by the filing date, starting with the most recent filings. Increment the `from` parameter by 50 on each subsequent request to paginate through the results. ```json { "query": "proposals.outcome:not_approved AND filing.filedAt:[2026-01-01 TO 2026-12-31]", "from": "0", "size": "50", "sort": [{"filing.filedAt":{"order":"desc"}}] } ``` Retrieve all Item 5.07 disclosures for a specific company using its trading symbol (ticker). In this example, the API returns all filings for the company with the ticker symbol "AEBI", starting with the first disclosure. The result includes the report on the annual meeting and the Form 8-K/A that adds the say-on-pay frequency decision. To retrieve all filings about one meeting, search for its `disclosure.chainKey` instead. ```json { "query": "filing.ticker:AEBI", "from": "0", "size": "50", "sort": [{"filing.filedAt":{"order":"asc"}}] } ``` ## Response Structure **Response type:** JSON The API response represents a JSON object with two fields: `total` (object) and `data` (array). The `total.value` field indicates the total number of results matching your search query. The `data` array holds up to 50 items per request. Each item represents the extracted data from one Form 8-K or 8-K/A filing that discloses Item 5.07. The data contains only facts that the filing text states, and values that are marked as calculated, such as `computed` and `qa`. A value of `null` or `not_stated`, or an empty array, means that the text does not state the fact. Vote counts are copied as printed. They are votes, which equal shares only when each share carries one vote. Percentages are numbers from 0 to 100. Dates use the format `YYYY-MM-DD`, or `YYYY-MM` and `YYYY` when the text gives only the month or the year. Amounts are in USD. Some objects, such as `terms` and `reported`, are present only when they apply. Each item has the following structure: - schemaVersion: string Version of the data schema that the record follows, e.g. `1.0`. - filing: object Metadata of the Form 8-K filing and the ticker taken from the cover page of the filing. - accessionNo: string Accession number of the filing, e.g. `0001193125-26-312503`. - cik: string Central Index Key (CIK) of the filer, without leading zeros, e.g. `18498`. For a joint filing, the CIK of the entity whose securities were voted on, e.g. a REIT and not its operating partnership. - ticker: string Trading symbol of the common stock, e.g. `GCO`. The value comes from the trading symbol tagged on the cover page of the filing (XBRL `dei:TradingSymbol`). If the cover page tags several symbols, the value is the common stock symbol, never a preferred stock, debt, warrant, right or unit symbol. If the filing has no tagged symbol, the value comes from the filing metadata. Is `null` when neither source has a symbol. - tickerSource: string Source of `ticker`. `dei_trading_symbol` is the cover page tag. `metadata` is the filing metadata. `none` means that no source has a symbol. Possible values: `dei_trading_symbol`, `metadata`, `none`. - deiTradingSymbols: array of strings All distinct trading symbols tagged on the cover page, including preferred stock, debt, warrant, right and unit symbols, e.g. `["COLAU", "COLA", "COLAR"]`. Placeholders such as `N/A` are not included. Empty when no symbol is tagged. - metadataTicker: string Ticker from the filing metadata, e.g. `GCO`. Is `null` when the metadata has no ticker. - tickerConflict: boolean Is `true` when `metadataTicker` is different from a `ticker` taken from the cover page. - tickerNote: string Note on ticker conflicts or on several listed share classes. Otherwise `null`. - xbrlFilePrefix: string Prefix of the XBRL schema file name, e.g. `fdx` in `fdx-20260928.xsd`. For information only. The prefix can be an old symbol or a code of the filing agent, so it is never used as the ticker. - companyName: string Name of the filer, e.g. `GENESCO INC`. - formType: string EDGAR form type. Possible values: `8-K`, `8-K/A`. - filedAt: date Date and time at which SEC EDGAR accepted the filing, e.g. `2026-07-22T16:52:37-04:00`. - periodOfReport: date Date of the earliest event reported in the filing, from the cover page, e.g. `2026-07-21`. - sic: string Standard Industrial Classification (SIC) code of the filer, e.g. `5661`. - otherItems: array of strings Other Form 8-K items disclosed in the same filing, e.g. `["7.01", "9.01"]`. - url: string URL of the main filing document on SEC EDGAR. - disclosure: object Role of the filing in the chain of filings about one shareholder meeting, the parts of the filing used, and the status of the results. - filingRole: string Role of the filing in the chain of filings about one meeting. `initial` is the first Item 5.07 report on the meeting, also when it covers only a reconvened session. `amendment_update` is a Form 8-K/A. `new_8k_update` is a later Form 8-K about the same meeting, e.g. for a reconvened session or a cancellation. Possible values: `initial`, `amendment_update`, `new_8k_update`. - chainKey: string Key that links all filings about one meeting, including adjourned and reconvened sessions and the amendment with the say-on-pay frequency decision. Format: CIK, a hyphen, and the `periodOfReport` of the first Form 8-K in the chain, e.g. `18498-2026-07-21`. Use this key to get all filings about one meeting. - isDeltaUpdate: boolean Is `true` when the filing reports only the changes since an earlier filing. In this case, a missing proposal does not mean that no vote took place. - amendmentPurpose: string Purpose of a Form 8-K/A or a later Form 8-K, as stated. `add_frequency_decision` adds the say-on-pay frequency decision that Item 5.07(d) requires. `add_final_results` reports the final results after preliminary results. `correct_results` corrects counts or outcomes filed earlier. `report_later_session` reports a reconvened, adjourned, postponed or cancelled session of a meeting that an earlier filing reported. `update_redemptions` adds or corrects SPAC trust redemption figures. `other` is described in `amendmentPurposeOther`. `not_applicable` is used for initial filings. Possible values: `add_frequency_decision`, `add_final_results`, `correct_results`, `report_later_session`, `update_redemptions`, `other`, `not_applicable`, `not_stated`. - amendmentPurposeOther: string Description of the purpose when `amendmentPurpose` is `other`. Otherwise `null`. - priorDisclosures: array of objects Earlier filings about the same meeting, named in the text or found on EDGAR. - filingDate: date Filing date of the earlier filing, e.g. `2026-09-11`. - item: string Form 8-K item of the earlier filing, e.g. `8.01`. - accessionNo: string Accession number of the earlier filing, e.g. `0001213900-26-098977`. - textSource: string Parts of the filing from which the data was extracted. `item_body_and_explanatory_note` adds the explanatory note of a Form 8-K/A. `item_body_and_other_item` means that at least one value comes from another item of the same filing, listed in `crossReferencedItems`. Possible values: `item_body`, `item_body_and_explanatory_note`, `item_body_and_other_item`, `exhibit_99`, `item_body_and_exhibit`. - crossReferencedItems: array of objects Other items of the same filing that Item 5.07 refers to, that refer to Item 5.07, or from which values were extracted. Empty when there are none. - item: string Item number, e.g. `5.02`. - relation: string Link between the item and Item 5.07. `incorporated_into_5_07`: Item 5.07 incorporates this item by reference. `incorporates_5_07`: this item incorporates Item 5.07 by reference. `same_event_context`: this item describes the same meeting without an incorporation by reference. Possible values: `incorporated_into_5_07`, `incorporates_5_07`, `same_event_context`. - fieldsRead: array of strings Fields of the record whose values come from this item, e.g. `["meeting.date", "proposals[1].outcome"]`. Empty when no value comes from this item. - resultsStatus: string Status of the results. `final` and `preliminary` are used only when the filing uses these words. `mixed` means that the filing calls the results of some proposals preliminary and of others final. Instruction 1 to Item 5.07 permits preliminary results in the Form 8-K, followed by a Form 8-K/A with the final results. Each filing keeps the results as filed. To get the latest results of a meeting, use the most recent filing in the chain for each proposal number. Possible values: `final`, `preliminary`, `mixed`, `not_stated`. - textFormatIssue: boolean Is `true` when the plain text of at least one vote table has unclear cell boundaries, e.g. headers or numbers that run together, a cell split over two lines, or missing cells. Is `false` when the filing has no table. - textFormatNote: string Tables with unclear cell boundaries and the type of problem, e.g. `Proposal 1 director table: no separators`. Set when `textFormatIssue` is `true`. Otherwise `null`. - textMode: string Version of the text from which the vote counts were taken. `extractor_text` is the plain text of Item 5.07. `extractor_html` is the HTML of Item 5.07, used when the plain text loses table cells. `primary_document` is the main document of the filing. Possible values: `extractor_text`, `extractor_html`, `primary_document`. - meeting: object The meeting, the session of a meeting, or the action without a meeting whose results the filing reports. - type: string Type of meeting as named in the filing. An annual general meeting is `annual`. An extraordinary general meeting and a court-convened scheme meeting are `special`. `written_consent` means that holders, e.g. a controlling stockholder, acted by written consent without a meeting. `consent_solicitation` means that the company or its sponsor asked all holders for written consents. `not_stated` is used when the filing says only "the Meeting". Possible values: `annual`, `special`, `written_consent`, `consent_solicitation`, `not_stated`. - status: string Status of the meeting. `held`: the meeting took place and all reported proposals were put to a vote. `adjourned`: the meeting took place and was adjourned before at least one scheduled proposal was voted on. `postponed`: the meeting was moved to a later date before it took place. `cancelled`: the meeting, or its adjourned remainder, will not take place. `reconvened`: the filing reports a later session of an adjourned meeting. Possible values: `held`, `adjourned`, `postponed`, `cancelled`, `reconvened`. - date: date Date of the meeting or of the session that the filing reports, e.g. `2026-07-21`. For a postponed or cancelled meeting, the scheduled date. For a written consent, the effective date of the consent. For a consent solicitation, the date on which the solicitation ended. - dateSource: string Source of `meeting.date`. `item_text`: Item 5.07 or the explanatory note of a Form 8-K/A. `other_item_same_filing`: another item of the same filing. `prior_filing`: an earlier filing about the same meeting. `period_of_report_fallback`: no text gives a usable date, so the value is the `periodOfReport` of the filing. Possible values: `item_text`, `other_item_same_filing`, `prior_filing`, `period_of_report_fallback`. - recordDate: date Record date, only when the filing calls the date the record date, e.g. `2026-06-11`. - rescheduledToDate: date New date of an adjourned or postponed meeting, as stated. Otherwise `null`. - originalSessionDate: date Date of the first session of the meeting, when the filing reports a later session. Is `null` when the filing reports the first session. - priorSessionDates: array of dates Dates of all earlier sessions of the meeting, oldest first, e.g. `["2026-09-10", "2026-09-28", "2026-09-29"]`. Empty when the filing reports the first session. - contested: boolean Is `true` when the filing states that there were opposing nominees or a contested meeting, e.g. through a group label such as "Opposition Nominees". Is `false` when the filing states that the election was not contested. Is `null` when the filing does not state it. - dissidents: array of strings Names of the shareholders who ran opposing nominees or proposals, as named in the filing, e.g. `["Bradley Radoff"]`. Can be empty in a contested election when the filing names no dissident. - quorumStated: boolean Is `true` when the filing states that a quorum was present. - sharesOutstanding: integer Shares outstanding or entitled to vote at the record date, when one class votes. Is `null` when the filing gives counts per class (see `shareClasses`). - sharesPresent: integer Attendance as printed, e.g. `9535836`. The value is the shares or votes present in person or by proxy, or the shares voted when the filing gives no figure for shares present. `presentBasis` states which figure it is. If the filing prints the shares and the votes that the shares carry, this field holds the shares and `votingPower.present` holds the votes. - pctPresentReported: number Percentage present as printed, e.g. `85.63`. - presentBasis: string Meaning of `sharesPresent` and `shareClasses.present`. `present_or_represented`: shares present in person or by proxy. `votes_represented`: votes represented. `shares_voted`: shares that voted. Is `null` when the filing prints no attendance figure. Possible values: `present_or_represented`, `votes_represented`, `shares_voted`. - votingPower: object Votes, not shares, printed next to the share counts when share classes carry different numbers of votes. Is `null` when the filing prints no such figure. - outstanding: integer Votes carried by the outstanding shares, as printed. - present: integer Votes represented at the meeting, as printed, e.g. `5449075`. - shareClasses: array of objects Attendance per share class, when the filing reports it for a named class. When the classes vote together and the filing gives one combined attendance figure, `present` is `null` for each class and the combined figure is in `sharesPresent`. - className: string Name of the class as printed, e.g. `common stock`. - outstanding: integer Shares of the class outstanding at the record date, e.g. `11106973`. - present: integer Shares of the class present or represented, e.g. `9534652`. - pctPresentReported: number Percentage present for the class, as printed. - votesPerShare: number Votes per share of the class, only when Item 5.07 states it, e.g. `10` for ten votes per share or `0.1` for one-tenth of one vote per share. - votingPower: object Votes carried by the class, when printed next to its share count. Otherwise `null`. - outstanding: integer Votes carried by the outstanding shares of the class, e.g. `16080310`. - present: integer Votes of the class represented at the meeting. - proposals: array of objects One item for each matter reported in the filing, in the printed order, also when the matter was not voted on. - number: string Number of the proposal as printed, e.g. `1`, `2.1` or `3(b)`. Enclosing parentheses and prefixes such as `No.` are removed. When no number is printed, the value is the printed name of the proposal, e.g. `Say-on-Frequency Proposal`, or `unnumbered:` followed by a short label. When one filing reports several meetings, the number starts with the meeting name, e.g. `Scheme Meeting 1`. Unique within a record. - category: string Subject of the proposal. Each proposal has one category. `shareholder_proposal` is used for every proposal that the filing labels as a shareholder proposal, whatever its subject. `say_on_pay` is the advisory vote on executive compensation. `say_on_frequency` is the advisory vote on how often to hold the say-on-pay vote. `merger_related_compensation` is the advisory vote on executive compensation in connection with a merger or sale. `binding_pay_vote` is a binding approval of compensation amounts or a compensation policy under home-country law. `auditor_ratification` means that shareholders ratify an auditor that the board or the audit committee selected. `auditor_appointment` means that shareholders appoint the auditor under home-country law. `spac_extension`, `trust_amendment` and `spac_business_combination` apply only to special purpose acquisition companies (SPACs). `advisory_governing_documents` is a non-binding vote on provisions of a charter or bylaws that another proposal adopts. `share_capital_authority` is a general authority under home-country law to issue, allot or repurchase shares (see `categorySubtype`). `director_nomination_recommendation` is a separate vote on a recommendation for a director nomination. `other` is described in `categoryOther`. Possible values: `director_election`, `director_nomination_recommendation`, `say_on_pay`, `say_on_frequency`, `merger_related_compensation`, `binding_pay_vote`, `compensation_report`, `auditor_ratification`, `auditor_appointment`, `equity_plan`, `option_repricing`, `charter_amendment`, `advisory_governing_documents`, `reverse_split`, `authorized_shares`, `reincorporation`, `share_issuance`, `share_capital_authority`, `merger`, `spac_business_combination`, `spac_extension`, `trust_amendment`, `financial_statements_approval`, `profit_allocation`, `dividend`, `discharge_of_liability`, `adjournment`, `shareholder_proposal`, `other`, `not_stated`. - categoryOther: string Short label in snake_case when `category` is `other`, e.g. `director_cooptation_ratification`. Otherwise `null`. - categorySubtype: string Type of authority when `category` is `share_capital_authority`, e.g. `allot_issue`, `allot_issue_without_preemption`, `preemption_disapplication`, `greenshoe`, `repurchase`, `treasury_reissue_price`, `capital_reduction` or `overall_cap`. Otherwise `null`. - title: string Short title of the proposal, e.g. `Advisory vote on named executive officer compensation`. - session: object Meeting or session at which the proposal was voted on, when one filing reports several meetings, e.g. a scheme meeting and an extraordinary general meeting on the same day, or several sessions of one meeting. Is `null` when the filing reports one meeting and one session. - meetingName: string Name of the meeting as printed, e.g. `Scheme Meeting`, when the filing reports several meetings. Otherwise `null`. - sessionDate: date Date of the session at which the proposal was voted on or scheduled, e.g. `2026-05-11`. - proponent: string Party that put the proposal on the ballot. Possible values: `management`, `shareholder`, `not_stated`. - proponentBasis: string Basis of `proponent`. `labeled_in_text` means that the filing calls the proposal a shareholder proposal or a company proposal. `default_rule` means that the filing gives no label, so the proposal is classified as `management`. Possible values: `labeled_in_text`, `default_rule`. - subjectEntity: string Entity whose governance or securities the proposal concerns. `registrant` is the filer. `successor` is a different entity that will be the parent or listed company after a transaction, e.g. the new holding company after a SPAC business combination. `other` is any other entity named in the filing. Possible values: `registrant`, `successor`, `other`. - subjectEntityName: string Name of the entity as printed when `subjectEntity` is `successor` or `other`, e.g. `WISeSat.Space Holdings Corp. (“Pubco”)`. Otherwise `null`. - recommendation: string Recommendation of the board, only when Item 5.07 states it. Possible values: `for`, `against`, `one_year`, `two_years`, `three_years`, `none`, `not_stated`. - outcome: string Result of the vote as stated in the filing. Never calculated from the counts, because the required vote differs between proposals and filings rarely state it. `pending` means that the meeting was adjourned for this proposal to allow more time for voting, or that the result is preliminary and the filing states no outcome. `not_voted` means that the proposal was not put to a vote, e.g. an adjournment proposal that was not needed, or a proposal of a postponed or cancelled meeting. Counts printed for such a proposal are copied as printed. `not_stated` means that the filing prints counts but no result. Possible values: `approved`, `not_approved`, `pending`, `withdrawn`, `not_voted`, `not_stated`. - voteStandardStated: string Vote required for approval, only as Item 5.07 states it. `plurality`: the nominees with the most votes win. `majority_of_votes_cast`: more votes for than against, abstentions not included. `majority_of_shares_present`: a majority of the shares present or represented and entitled to vote, abstentions count as votes against. `majority_of_outstanding`: a majority of the shares outstanding or entitled to vote. `supermajority`: a stated threshold above a simple majority, e.g. two-thirds. `other` is described in `voteStandardOther`. Never taken from state law, the bylaws, the proxy statement or the counts. Possible values: `plurality`, `majority_of_votes_cast`, `majority_of_shares_present`, `majority_of_outstanding`, `supermajority`, `other`, `not_stated`. - voteStandardOther: string Description of the standard when `voteStandardStated` is `other`, e.g. `majority vote (basis not specified)`. Otherwise `null`. - voteStandardQuote: string Phrase from the filing that states the standard. Set when `voteStandardStated` is not `not_stated`. Otherwise `null`. - resolutionType: string Type of resolution under home-country company law, as the filing names it, e.g. "by ordinary resolution" or "as a special resolution". Used by companies incorporated in, e.g., the Cayman Islands, the UK, Ireland, Bermuda or British Columbia. The threshold that the type implies is not included in `voteStandardStated`. `other` is described in `resolutionTypeOther`. Possible values: `ordinary`, `special`, `other`, `not_stated`. - resolutionTypeOther: string Description of the resolution type when `resolutionType` is `other`, e.g. `extraordinary resolution`. Otherwise `null`. - countUnit: string Unit of the counts as the filing names it. `votes` when a column header or the text calls the counts votes, e.g. "Votes For". `shares` when the text calls the counts shares. `not_stated` when the filing names no unit or the proposal has no counts. Votes equal shares only when each share carries one vote. Possible values: `shares`, `votes`, `not_stated`. - votingGroup: string Share classes that voted on the combined or only tally of the proposal, when the filing states it, e.g. `Class A and Class B voting together`. Separate class tallies are in `classVotes`. - votesFor: integer Votes for the proposal, as printed. For a director election, the value is `null` unless the filing prints a total row for the election. The results per nominee are in `nominees`. - votesAgainst: integer Votes against the proposal, as printed. - abstentions: integer Abstentions, as printed. A combined Withheld/Abstained column is stored here, and `combinedColumn` is `true`. - withheld: integer Votes withheld, only when a column of a proposal that is not a director election is headed "Withheld" alone. Withheld votes in director elections are in `nominees`. - brokerNonVotes: integer Broker non-votes, as printed. If the filing states the number once in a sentence, e.g. "There were 300,133 broker non-votes", the value is that number. - uncast: integer Count in an "Uncast" column, i.e. shares present but not cast on this proposal. Is `null` when the table has no such column. - cellTokens: object Non-numeric tokens printed in count cells, keyed by the count field, e.g. `{"brokerNonVotes": "–"}`. The object is empty when every cell prints a number or has no column. Token rule for all count fields: a dash such as `-`, `–` or `-0-` gives `0`. `N/A`, `NA` or a mark defined as not applicable, e.g. `*`, gives `0` in the broker non-votes column and `null` in all other columns. A statement such as "no broker non-votes" gives `0`. An empty cell or a missing column gives `null`. - votesFor: string Token printed in the `votesFor` cell. - votesAgainst: string Token printed in the `votesAgainst` cell. - abstentions: string Token printed in the `abstentions` cell. - withheld: string Token printed in the `withheld` cell. - uncast: string Token printed in the `uncast` cell. - brokerNonVotes: string Token printed in the `brokerNonVotes` cell. - oneYear: string Token printed in the `oneYear` cell. - twoYears: string Token printed in the `twoYears` cell. - threeYears: string Token printed in the `threeYears` cell. - combinedColumn: boolean Is `true` when the table prints one column for withheld votes and abstentions together, e.g. "Withheld/Abstained". For director nominees, the counts of this column are in `withheld`. For all other proposals and for `classVotes`, they are in `abstentions`. - classVotes: array of objects Separate tallies of a share class or voting group, printed next to the combined tally, or a class vote stated only in words. The proposal-level counts hold the combined tally or the only tally printed. Director elections in which each class elects its own nominees use `nominees.votingGroup`. - votingGroup: string Class or group as printed, e.g. `Class A common stock, voting as a separate voting group`. - votesFor: integer Votes for. - votesAgainst: integer Votes against. - abstentions: integer Abstentions. - withheld: integer Votes withheld. - brokerNonVotes: integer Broker non-votes of this class. Is `null` when the filing states them only for the proposal. - uncast: integer Uncast count of this class, as printed. - statedVote: string Vote of the class when the filing states it in words and prints no count, e.g. a sole preferred holder that "voted For each of the proposals". Is `null` when counts are printed or nothing is stated. Possible values: `for`, `against`, `abstain`. - cellTokens: object Non-numeric tokens printed in the count cells of this class row. Same rules as `proposals.cellTokens`. - votesFor: string Token printed in the `votesFor` cell. - votesAgainst: string Token printed in the `votesAgainst` cell. - abstentions: string Token printed in the `abstentions` cell. - withheld: string Token printed in the `withheld` cell. - uncast: string Token printed in the `uncast` cell. - brokerNonVotes: string Token printed in the `brokerNonVotes` cell. - oneYear: string Token printed in the `oneYear` cell. - twoYears: string Token printed in the `twoYears` cell. - threeYears: string Token printed in the `threeYears` cell. - frequencyVotes: object Counts of a say-on-frequency vote with one ballot and the options 1, 2 and 3 years. Abstentions and broker non-votes are in the proposal-level fields. Is `null` for all other proposals, and when the filing puts each option as a separate resolution (see `frequencyOption`). - oneYear: integer Votes for a vote every year, e.g. `8179958`. - twoYears: integer Votes for a vote every two years, e.g. `4167`. - threeYears: integer Votes for a vote every three years, e.g. `1038421`. - pluralityOption: string Option with the most votes. Calculated from the counts. Possible values: `one_year`, `two_years`, `three_years`. - pluralityPct: number Votes for the leading option in percent of the votes for all three options, e.g. `88.7`. Calculated from the counts. - frequencyOption: string Option of the resolution when the filing puts the say-on-frequency vote as three separate resolutions (every 1, 2 or 3 years), each with its own For, Against and Abstain counts and outcome. Each resolution is a separate proposal, and its counts are in `votesFor`, `votesAgainst` and `abstentions`. Is `null` for a single-ballot vote and for all other categories. Possible values: `one_year`, `two_years`, `three_years`. - nominees: array of objects Results for each director or trustee nominee of a director election, as printed. Empty for all other proposals. - name: string Name of the nominee as printed, including suffixes and degrees, e.g. `Joanna Barsh`. - side: string Group of the nominee in a contested election. `company` and `dissident` are used only when `meeting.contested` is `true` and the filing labels the nominee group or names who proposed the nominee, e.g. "Company Nominees" or "Opposition Nominees". In all other cases, the value is `not_stated`. Possible values: `company`, `dissident`, `not_stated`. - votingGroup: string Share class that elects this nominee when the classes vote separately within one matter, e.g. `Class A`. Is `null` when one class votes or the filing does not state it. - role: string Seat or office when the vote is for a specific role, e.g. `Chair of the Board of Directors`. Is `null` for an ordinary board seat. - votesFor: integer Votes for the nominee, e.g. `8355108`. - votesAgainst: integer Votes against the nominee. Used in majority voting tables. - withheld: integer Votes withheld, e.g. `1092535`. A combined Withheld/Abstained column is stored here, and `combinedColumn` of the proposal is `true`. - abstentions: integer Abstentions. - brokerNonVotes: integer Broker non-votes. If the filing states one number for the whole election, every nominee row has that number. - elected: boolean Is `true` or `false` when the filing states whether the nominee was elected, also through a general statement such as "All proposals were approved". Never calculated from the counts. Is `null` when the filing does not state it, e.g. when it gives only the number of elected nominees (see `electedCountStated`), or when a director who did not receive the required vote continues to serve. - computed: object Support percentages calculated from the counts, rounded to two decimals. Not read from the filing. Not calculated for say-on-frequency rows. - supportPctForAgainst: number Support in percent of votes cast: `100 × for / (for + against)`. If the row has no Against count, withheld votes are used in place of votes against. Abstentions, uncast votes and broker non-votes are not included. Is `null` when the row has neither an Against nor a Withheld count. This basis applies to a majority-of-votes-cast standard. - supportPctForAgainstAbstain: number Support in percent of votes present and voting: `100 × for / (for + against + withheld + abstentions)`, with each of these columns that the row prints. Uncast votes and broker non-votes are not included. Is `null` when the row prints only a For count. This basis applies to a majority-of-shares-present standard. - reported: object Support percentage printed by the company for this nominee. Present only when the filing prints one. - pctFor: number Support percentage as printed by the company, e.g. `90.6`. - basisMatched: string Calculation basis that gives the printed percentage. `for_against` and `for_against_abstain` are the two bases in `computed`. `both` means that the two bases give the same printed value. `for_outstanding` means that the printed percentage uses the shares or votes outstanding as the denominator. `not_matched` means that no basis gives the printed value, or that the filing prints a percentage without counts. For a say-on-frequency vote, the votes against are the votes for the other two options. Possible values: `for_against`, `for_against_abstain`, `both`, `for_outstanding`, `not_matched`. - rounding: string Method that the company used to reduce the percentage to the printed decimals. `truncated` means that the digits were cut off, e.g. `98.92` printed for `98.9284`. Is `null` when `basisMatched` is `for_outstanding` or `not_matched`. Possible values: `rounded`, `truncated`. - uncast: integer Count in an "Uncast" column, i.e. shares present but not cast for this nominee. Is `null` when the table has no such column. - cellTokens: object Non-numeric tokens printed in the count cells of this nominee row. Same rules as `proposals.cellTokens`. - votesFor: string Token printed in the `votesFor` cell. - votesAgainst: string Token printed in the `votesAgainst` cell. - abstentions: string Token printed in the `abstentions` cell. - withheld: string Token printed in the `withheld` cell. - uncast: string Token printed in the `uncast` cell. - brokerNonVotes: string Token printed in the `brokerNonVotes` cell. - oneYear: string Token printed in the `oneYear` cell. - twoYears: string Token printed in the `twoYears` cell. - threeYears: string Token printed in the `threeYears` cell. - electedCountStated: integer Number of elected nominees as the filing states it, e.g. `9` for "nine were elected". Only for director elections. Is `null` when the filing states no number, or when one statement covers several election proposals. Never calculated from the counts. - terms: object Terms of the proposal stated in the filing. Present only when the filing states such terms. - reverseSplitRatioLow: number Lower bound N of a 1-for-N reverse stock split range, e.g. `15` for a range from 1-for-15 to 1-for-35. - reverseSplitRatioHigh: number Upper bound N of a 1-for-N reverse stock split range, e.g. `35`. - authorizedSharesFrom: integer Number of authorized shares before the change, e.g. `490000000`. - authorizedSharesTo: integer Number of authorized shares after the change, of the class that the proposal names, e.g. `675000000`. Also used for a new class, e.g. new preferred stock. - adjournedTo: date New meeting date when an adjournment proposal was used, e.g. `2026-10-07`. - computed: object Support percentages calculated from the counts, rounded to two decimals. Not read from the filing. Not calculated for say-on-frequency rows. For a director election, calculated only from a printed total row. - supportPctForAgainst: number Support in percent of votes cast: `100 × for / (for + against)`. If the row has no Against count, withheld votes are used in place of votes against. Abstentions, uncast votes and broker non-votes are not included. Is `null` when the row has neither an Against nor a Withheld count. This basis applies to a majority-of-votes-cast standard. - supportPctForAgainstAbstain: number Support in percent of votes present and voting: `100 × for / (for + against + withheld + abstentions)`, with each of these columns that the row prints. Uncast votes and broker non-votes are not included. Is `null` when the row prints only a For count. This basis applies to a majority-of-shares-present standard. - reported: object Support percentage printed by the company. Present only when the filing prints one. - pctFor: number Support percentage as printed by the company, e.g. `90.6`. - basisMatched: string Calculation basis that gives the printed percentage. `for_against` and `for_against_abstain` are the two bases in `computed`. `both` means that the two bases give the same printed value. `for_outstanding` means that the printed percentage uses the shares or votes outstanding as the denominator. `not_matched` means that no basis gives the printed value, or that the filing prints a percentage without counts. For a say-on-frequency vote, the votes against are the votes for the other two options. Possible values: `for_against`, `for_against_abstain`, `both`, `for_outstanding`, `not_matched`. - rounding: string Method that the company used to reduce the percentage to the printed decimals. `truncated` means that the digits were cut off, e.g. `98.92` printed for `98.9284`. Is `null` when `basisMatched` is `for_outstanding` or `not_matched`. Possible values: `rounded`, `truncated`. - frequencyDecision: object Decision of the company on how often to hold the say-on-pay vote, in light of the say-on-frequency vote, as required by Item 5.07(d). - status: string `disclosed`: the filing states the decision. `not_disclosed`: the filing reports a say-on-frequency vote without a decision, so a Form 8-K/A with the decision is due. `not_applicable`: the filing reports no say-on-frequency vote. Possible values: `disclosed`, `not_disclosed`, `not_applicable`. - frequency: string Decided frequency of the say-on-pay vote. Possible values: `one_year`, `two_years`, `three_years`. - decisionDate: date Date of the board decision, when stated, e.g. `2026-08-11`. - consistentWithPlurality: boolean Is `true` or `false` when the filing states that the decision follows or does not follow the option with the most votes, or names that option. Is `null` when the filing says only that the decision was made in light of the vote. - consistentWithBoardRecommendation: boolean Is `true` or `false` when the filing states whether the decision matches the recommendation of the board. Otherwise `null`. - nextFrequencyVoteBy: string Latest date or meeting for the next say-on-frequency vote, as stated, e.g. `2032 annual meeting`. - daysAfterMeeting: integer Calendar days from `meeting.date` to the filing date, i.e. the date part of `filing.filedAt`, e.g. `127`. Calculated, not read from the filing. Set only when `status` is `disclosed` and the meeting date has a day. Item 5.07(d) requires the decision no later than 150 calendar days after the meeting. The second deadline, 60 calendar days before the deadline for shareholder proposals under Rule 14a-8, is not checked. - redemptions: object Redemptions from the trust account of a special purpose acquisition company (SPAC), reported with the vote, e.g. on an extension or a business combination. Is `null` when the filing reports no redemptions. Amounts are in USD, e.g. "approximately $12.3 million" gives `12300000`. - shares: integer Number of shares whose holders redeemed or tendered for redemption, e.g. `13540384`. - amountUSD: number Total redemption amount paid or payable from the trust account, e.g. `145000000`. - trustRemainingUSD: number Amount that remains in the trust account after the redemptions, e.g. `39700000`. - pricePerShareUSD: number Redemption price per share, e.g. `10.71`. - publicSharesOutstandingAfter: integer Public shares that remain outstanding after the redemptions, when the filing uses the words "public shares". - sharesOutstandingAfter: object Shares outstanding after the redemptions, when the filing gives a total or a class count and not the public shares. If the filing lists several classes, the class whose holders could redeem. Is `null` when not stated. - shares: integer Share count as printed, e.g. `10702490`. - classLabel: string Class or scope as printed, e.g. `Class A Ordinary Shares`. - qa: object Consistency checks calculated for the record, and notes on anomalies. Not extracted from the filing. - sumChecks: array of objects For each proposal row and each nominee row, the sum of all counts compared with a reference total. - row: string Proposal number, or proposal number and nominee name for a nominee row, e.g. `1 / Joanna Barsh`. - total: integer Sum of all counts of the row: for, against, abstentions, withheld, uncast, frequency options and broker non-votes. - reference: integer Reference total. Is `null` when there is no reference. - referenceSource: string Source of `reference`. `shares_present`: `meeting.sharesPresent`. `modal_row_total`: the most common row total in the record. `voting_group_modal_row_total`: the most common row total among the rows of the same voting group, for classes that elect different directors. `none`: no common reference. Possible values: `shares_present`, `modal_row_total`, `voting_group_modal_row_total`, `none`. - diff: integer `total` minus `reference`, e.g. `-88193`. - note: string Reason why the row total is different from the reference. Set when `diff` is not zero. If the filing does not state the reason, the note says so and marks a possible explanation as unverified. - votingGroup: string Voting group of the row when `referenceSource` is `voting_group_modal_row_total`. Otherwise `null`. - notes: array of strings Notes on anomalies in the filing, e.g. a vote standard printed under the wrong proposal. - evidence: object Two to five short quotes from the filing that support key values. Each key is the path of a field, e.g. `meeting.sharesPresent`, and each value is the quote. ### Response Example JSON ```json { "total": { "value": 1, "relation": "eq" }, "data": [ { "schemaVersion": "1.0", "filing": { "accessionNo": "0001193125-26-312503", "cik": "18498", "ticker": "GCO", "tickerSource": "dei_trading_symbol", "deiTradingSymbols": [ "GCO" ], "metadataTicker": "GCO", "tickerConflict": false, "tickerNote": null, "xbrlFilePrefix": "gco", "companyName": "GENESCO INC", "formType": "8-K", "filedAt": "2026-07-22T16:52:37-04:00", "periodOfReport": "2026-07-21", "sic": "5661", "otherItems": [], "url": "https://www.sec.gov/Archives/edgar/data/18498/000119312526312503/d165857d8k.htm" }, "disclosure": { "filingRole": "initial", "chainKey": "18498-2026-07-21", "isDeltaUpdate": false, "amendmentPurpose": "not_applicable", "amendmentPurposeOther": null, "priorDisclosures": [], "textSource": "item_body", "crossReferencedItems": [], "resultsStatus": "final", "textFormatIssue": false, "textFormatNote": null, "textMode": "extractor_text" }, "meeting": { "type": "annual", "status": "held", "date": "2026-07-21", "dateSource": "item_text", "recordDate": "2026-06-11", "rescheduledToDate": null, "originalSessionDate": null, "priorSessionDates": [], "contested": true, "dissidents": [ "Bradley Radoff" ], "quorumStated": true, "sharesOutstanding": null, "sharesPresent": 9535836, "pctPresentReported": 85.63, "presentBasis": "votes_represented", "votingPower": null, "shareClasses": [ { "className": "common stock", "outstanding": 11106973, "present": 9534652, "pctPresentReported": null, "votesPerShare": 1, "votingPower": null }, { "className": "Employees’ Subordinated Convertible Preferred Stock", "outstanding": 28495, "present": 1184, "pctPresentReported": null, "votesPerShare": 1, "votingPower": null } ] }, "proposals": [ { "number": "1", "category": "director_election", "categoryOther": null, "categorySubtype": null, "title": "Elect nine directors (Company nominees vs Bradley Radoff nominees)", "session": null, "proponent": "management", "proponentBasis": "default_rule", "subjectEntity": "registrant", "subjectEntityName": null, "recommendation": "not_stated", "outcome": "approved", "voteStandardStated": "not_stated", "voteStandardOther": null, "voteStandardQuote": null, "resolutionType": "not_stated", "resolutionTypeOther": null, "countUnit": "votes", "votingGroup": null, "votesFor": null, "votesAgainst": null, "abstentions": null, "brokerNonVotes": null, "cellTokens": {}, "withheld": null, "uncast": null, "combinedColumn": false, "classVotes": [], "frequencyVotes": null, "frequencyOption": null, "nominees": [ { "name": "Joanna Barsh", "side": "company", "votingGroup": null, "role": null, "votesFor": 8355108, "votesAgainst": null, "withheld": 1092535, "abstentions": null, "brokerNonVotes": null, "elected": null, "uncast": null, "computed": { "supportPctForAgainst": 88.44, "supportPctForAgainstAbstain": 88.44 }, "cellTokens": {} }, { "name": "Matthew M. Bilunas", "side": "company", "votingGroup": null, "role": null, "votesFor": 8447722, "votesAgainst": null, "withheld": 994055, "abstentions": null, "brokerNonVotes": null, "elected": null, "uncast": null, "computed": { "supportPctForAgainst": 89.47, "supportPctForAgainstAbstain": 89.47 }, "cellTokens": {} }, { "name": "Carolyn Bojanowski", "side": "company", "votingGroup": null, "role": null, "votesFor": 8481171, "votesAgainst": null, "withheld": 960636, "abstentions": null, "brokerNonVotes": null, "elected": null, "uncast": null, "computed": { "supportPctForAgainst": 89.83, "supportPctForAgainstAbstain": 89.83 }, "cellTokens": {} }, { "name": "John F. Lambros", "side": "company", "votingGroup": null, "role": null, "votesFor": 8447734, "votesAgainst": null, "withheld": 994073, "abstentions": null, "brokerNonVotes": null, "elected": null, "uncast": null, "computed": { "supportPctForAgainst": 89.47, "supportPctForAgainstAbstain": 89.47 }, "cellTokens": {} }, { "name": "Thurgood Marshall, Jr.", "side": "company", "votingGroup": null, "role": null, "votesFor": 8398000, "votesAgainst": null, "withheld": 1049626, "abstentions": null, "brokerNonVotes": null, "elected": null, "uncast": null, "computed": { "supportPctForAgainst": 88.89, "supportPctForAgainstAbstain": 88.89 }, "cellTokens": {} }, { "name": "Angel R. Martinez", "side": "company", "votingGroup": null, "role": null, "votesFor": 8480265, "votesAgainst": null, "withheld": 961132, "abstentions": null, "brokerNonVotes": null, "elected": null, "uncast": null, "computed": { "supportPctForAgainst": 89.82, "supportPctForAgainstAbstain": 89.82 }, "cellTokens": {} }, { "name": "Mary E. Meixelsperger", "side": "company", "votingGroup": null, "role": null, "votesFor": 8446119, "votesAgainst": null, "withheld": 995300, "abstentions": null, "brokerNonVotes": null, "elected": null, "uncast": null, "computed": { "supportPctForAgainst": 89.46, "supportPctForAgainstAbstain": 89.46 }, "cellTokens": {} }, { "name": "Gregory A. Sandfort", "side": "company", "votingGroup": null, "role": null, "votesFor": 8447402, "votesAgainst": null, "withheld": 994390, "abstentions": null, "brokerNonVotes": null, "elected": null, "uncast": null, "computed": { "supportPctForAgainst": 89.47, "supportPctForAgainstAbstain": 89.47 }, "cellTokens": {} }, { "name": "Mimi E. Vaughn", "side": "company", "votingGroup": null, "role": null, "votesFor": 8420678, "votesAgainst": null, "withheld": 1026966, "abstentions": null, "brokerNonVotes": null, "elected": null, "uncast": null, "computed": { "supportPctForAgainst": 89.13, "supportPctForAgainstAbstain": 89.13 }, "cellTokens": {} }, { "name": "Westervelt T. Ballard, Jr.", "side": "dissident", "votingGroup": null, "role": null, "votesFor": 1034186, "votesAgainst": null, "withheld": 8318340, "abstentions": null, "brokerNonVotes": null, "elected": null, "uncast": null, "computed": { "supportPctForAgainst": 11.06, "supportPctForAgainstAbstain": 11.06 }, "cellTokens": {} }, { "name": "Paula J. Poskon", "side": "dissident", "votingGroup": null, "role": null, "votesFor": 1032892, "votesAgainst": null, "withheld": 8319579, "abstentions": null, "brokerNonVotes": null, "elected": null, "uncast": null, "computed": { "supportPctForAgainst": 11.04, "supportPctForAgainstAbstain": 11.04 }, "cellTokens": {} } ], "electedCountStated": 9 }, { "number": "2", "category": "say_on_pay", "categoryOther": null, "categorySubtype": null, "title": "Advisory vote on named executive officer compensation", "session": null, "proponent": "management", "proponentBasis": "default_rule", "subjectEntity": "registrant", "subjectEntityName": null, "recommendation": "not_stated", "outcome": "approved", "voteStandardStated": "not_stated", "voteStandardOther": null, "voteStandardQuote": null, "resolutionType": "not_stated", "resolutionTypeOther": null, "countUnit": "votes", "votingGroup": null, "votesFor": 8188814, "votesAgainst": 1062500, "abstentions": 198514, "brokerNonVotes": 86008, "cellTokens": {}, "withheld": null, "uncast": null, "combinedColumn": false, "classVotes": [], "frequencyVotes": null, "frequencyOption": null, "nominees": [], "electedCountStated": null, "computed": { "supportPctForAgainst": 88.52, "supportPctForAgainstAbstain": 86.66 } }, { "number": "3", "category": "equity_plan", "categoryOther": null, "categorySubtype": null, "title": "Fourth Amended and Restated 2020 Equity Incentive Plan", "session": null, "proponent": "management", "proponentBasis": "default_rule", "subjectEntity": "registrant", "subjectEntityName": null, "recommendation": "not_stated", "outcome": "approved", "voteStandardStated": "not_stated", "voteStandardOther": null, "voteStandardQuote": null, "resolutionType": "not_stated", "resolutionTypeOther": null, "countUnit": "votes", "votingGroup": null, "votesFor": 5142232, "votesAgainst": 4300596, "abstentions": 7000, "brokerNonVotes": 86008, "cellTokens": {}, "withheld": null, "uncast": null, "combinedColumn": false, "classVotes": [], "frequencyVotes": null, "frequencyOption": null, "nominees": [], "electedCountStated": null, "computed": { "supportPctForAgainst": 54.46, "supportPctForAgainstAbstain": 54.42 } }, { "number": "4", "category": "auditor_ratification", "categoryOther": null, "categorySubtype": null, "title": "Ratify Deloitte & Touche LLP for fiscal 2027", "session": null, "proponent": "management", "proponentBasis": "default_rule", "subjectEntity": "registrant", "subjectEntityName": null, "recommendation": "not_stated", "outcome": "approved", "voteStandardStated": "not_stated", "voteStandardOther": null, "voteStandardQuote": null, "resolutionType": "not_stated", "resolutionTypeOther": null, "countUnit": "votes", "votingGroup": null, "votesFor": 8435800, "votesAgainst": 1094033, "abstentions": 6003, "brokerNonVotes": null, "cellTokens": {}, "withheld": null, "uncast": null, "combinedColumn": false, "classVotes": [], "frequencyVotes": null, "frequencyOption": null, "nominees": [], "electedCountStated": null, "computed": { "supportPctForAgainst": 88.52, "supportPctForAgainstAbstain": 88.46 } } ], "frequencyDecision": { "status": "not_applicable", "frequency": null, "decisionDate": null, "consistentWithPlurality": null, "consistentWithBoardRecommendation": null, "nextFrequencyVoteBy": null, "daysAfterMeeting": null }, "redemptions": null, "qa": { "sumChecks": [ { "row": "1 / Joanna Barsh", "total": 9447643, "reference": 9535836, "referenceSource": "shares_present", "diff": -88193, "note": "Not stated in text: no broker non-vote column on director rows in this contested election; the shortfall to votes represented is votes not cast for this nominee under the universal proxy (hypothesis, unverified)." }, { "row": "1 / Matthew M. Bilunas", "total": 9441777, "reference": 9535836, "referenceSource": "shares_present", "diff": -94059, "note": "Not stated in text: no broker non-vote column on director rows in this contested election; the shortfall to votes represented is votes not cast for this nominee under the universal proxy (hypothesis, unverified)." }, { "row": "1 / Carolyn Bojanowski", "total": 9441807, "reference": 9535836, "referenceSource": "shares_present", "diff": -94029, "note": "Not stated in text: no broker non-vote column on director rows in this contested election; the shortfall to votes represented is votes not cast for this nominee under the universal proxy (hypothesis, unverified)." }, { "row": "1 / John F. Lambros", "total": 9441807, "reference": 9535836, "referenceSource": "shares_present", "diff": -94029, "note": "Not stated in text: no broker non-vote column on director rows in this contested election; the shortfall to votes represented is votes not cast for this nominee under the universal proxy (hypothesis, unverified)." }, { "row": "1 / Thurgood Marshall, Jr.", "total": 9447626, "reference": 9535836, "referenceSource": "shares_present", "diff": -88210, "note": "Not stated in text: no broker non-vote column on director rows in this contested election; the shortfall to votes represented is votes not cast for this nominee under the universal proxy (hypothesis, unverified)." }, { "row": "1 / Angel R. Martinez", "total": 9441397, "reference": 9535836, "referenceSource": "shares_present", "diff": -94439, "note": "Not stated in text: no broker non-vote column on director rows in this contested election; the shortfall to votes represented is votes not cast for this nominee under the universal proxy (hypothesis, unverified)." }, { "row": "1 / Mary E. Meixelsperger", "total": 9441419, "reference": 9535836, "referenceSource": "shares_present", "diff": -94417, "note": "Not stated in text: no broker non-vote column on director rows in this contested election; the shortfall to votes represented is votes not cast for this nominee under the universal proxy (hypothesis, unverified)." }, { "row": "1 / Gregory A. Sandfort", "total": 9441792, "reference": 9535836, "referenceSource": "shares_present", "diff": -94044, "note": "Not stated in text: no broker non-vote column on director rows in this contested election; the shortfall to votes represented is votes not cast for this nominee under the universal proxy (hypothesis, unverified)." }, { "row": "1 / Mimi E. Vaughn", "total": 9447644, "reference": 9535836, "referenceSource": "shares_present", "diff": -88192, "note": "Not stated in text: no broker non-vote column on director rows in this contested election; the shortfall to votes represented is votes not cast for this nominee under the universal proxy (hypothesis, unverified)." }, { "row": "1 / Westervelt T. Ballard, Jr.", "total": 9352526, "reference": 9535836, "referenceSource": "shares_present", "diff": -183310, "note": "Not stated in text: no broker non-vote column on director rows in this contested election; the shortfall to votes represented is votes not cast for this nominee under the universal proxy (hypothesis, unverified)." }, { "row": "1 / Paula J. Poskon", "total": 9352471, "reference": 9535836, "referenceSource": "shares_present", "diff": -183365, "note": "Not stated in text: no broker non-vote column on director rows in this contested election; the shortfall to votes represented is votes not cast for this nominee under the universal proxy (hypothesis, unverified)." }, { "row": "2", "total": 9535836, "reference": 9535836, "referenceSource": "shares_present", "diff": 0, "note": null }, { "row": "3", "total": 9535836, "reference": 9535836, "referenceSource": "shares_present", "diff": 0, "note": null }, { "row": "4", "total": 9535836, "reference": 9535836, "referenceSource": "shares_present", "diff": 0, "note": null } ], "notes": [ "The text says nine of eleven nominees were elected but does not name them: electedCountStated 9, elected null on all rows (the nine Company nominees lead the For column, but the rule forbids deriving elected from counts).", "Attendance printed as 9,535,836 votes, split by class: 9,534,652 common and 1,184 Employees' Subordinated Convertible Preferred (11,106,973 and 28,495 outstanding; one vote per share for each matter). The text prints one combined attendance figure and one tally per matter, so the combined figure is kept in sharesPresent (presentBasis votes_represented) and the class shares in shareClasses.", "Found via filing-search formType DEFC14A 2025-09 to 2026-09 (Radoff Bradley Louis vs Genesco), then the issuer's 8-K." ] }, "evidence": { "proposals[0].nominees[9].side": "Bradley Radoff’s Nominees", "proposals[0].nominees[0].elected": "As a result of the vote, nine were elected to the Board of Directors, by the following votes", "meeting.sharesPresent": "There were 9,535,836 votes represented at the Annual Meeting by valid proxies or voted at the Annual Meeting (consisting of 9,534,652 shares of common stock and 1,184 shares of Employees’ Subordinated Convertible Preferred Stock)", "disclosure.resultsStatus": "the final voting results tabulated by the Company’s independent Inspector of Election", "proposals[0].electedCountStated": "As a result of the vote, nine were elected to the Board of Directors" } } ] } ```