Ballot Items and Vote Standards Data API
The Ballot Items and Vote Standards Data API shows what shareholders vote on at a meeting and how many votes each proposal needs to pass. The data covers the ballots of the shareholder meetings of public companies and investment funds from 1994 to the present. Each record covers one proxy statement. Search queries on any field return the matching records in JSON format through one API endpoint.
The API extracts the ballot before the meeting: each proposal, the recommendation of the board, the vote required for approval, and how abstentions and broker non-votes count. The results after the meeting are in the Shareholder Voting Results API.
| Filed at | Ticker | Company | Meeting | Meeting type | Record date | Ballot items | Quorum | Director standard | Resignation policy | Strict-standard items | Prior say-on-pay (%) | Say-on-frequency | Say-on-pay frequency | 1940 Act definition | CIK | Accession no. | Details |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2026-10-07 | CPB | CAMPBELL'S Co | 2026-11-17 | annual | 2026-09-23 | 5 | majority | majority of votes cast | Yes | 0 | 99 | No | one year | No | 16732 | 0000016732-26-000031 | |
| 2026-10-06 | – | Franklin Templeton ETF Trust | 2026-11-18 | special | 2026-09-24 | 1 | other percentage | not stated | – | 1 | – | No | not stated | Yes | 1655589 | 0002071844-26-001347 | |
| 2026-10-06 | CBRL | CRACKER BARREL OLD COUNTRY STORE, INC | 2026-11-19 | annual | 2026-09-28 | 4 | majority | majority of votes cast | Yes | 0 | 79.5 | No | not stated | No | 1067294 | 0001104659-26-114062 | |
| 2026-10-06 | SNDK | Sandisk Corp | 2026-11-17 | annual | 2026-09-21 | 3 | majority | majority of votes cast | Yes | 0 | 98 | No | one year | No | 2023554 | 0001308179-26-000423 | |
| 2026-10-06 | LITE | Lumentum Holdings Inc. | 2026-11-18 | annual | 2026-09-24 | 3 | majority | majority of votes cast | Yes | 0 | 88.3 | No | not stated | No | 1633978 | 0001308179-26-000420 | |
| 2026-10-06 | AVT | AVNET INC | 2026-11-20 | annual | 2026-09-21 | 5 | majority | majority of votes cast | Yes | 0 | 92.5 | No | not stated | No | 8858 | 0001104659-26-114038 | |
| 2026-10-05 | SOVF | Elevation Series Trust | 2026-11-20 | special | 2026-10-01 | 2 | one third | not stated | – | 2 | – | No | not stated | Yes | 1936157 | 0001999371-26-022157 | |
| 2026-10-05 | WDC | WESTERN DIGITAL CORP | 2026-11-20 | annual | 2026-09-22 | 3 | majority | majority of votes cast | Yes | 0 | 94 | No | one year | No | 106040 | 0001628280-26-064909 | |
| 2026-10-05 | MSTR | Strategy Inc | 2026-10-28 | special | 2026-09-25 | 2 | majority | not stated | – | 1 | – | No | not stated | No | 1050446 | 0001193125-26-413159 | |
| 2026-10-02 | – | Tax-Free Fixed Income Fund II for Puerto Rico Residents, Inc. | 2026-11-12 | special | 2026-09-15 | 2 | one third | not stated | – | 2 | – | No | not stated | Yes | 1847302 | 0000902664-26-004038 | |
| 2026-09-30 | CPSS | CONSUMER PORTFOLIO SERVICES, INC. | 2026-10-27 | annual | 2026-09-21 | 3 | majority | plurality | – | 0 | 62 | No | one year | No | 889609 | 0001683168-26-007507 | |
| 2026-09-29 | HRB | H&R BLOCK INC | 2026-11-10 | annual | 2026-09-15 | 4 | majority | majority of shares present | Yes | 0 | 96 | No | one year | No | 12659 | 0001104659-26-111942 | |
| 2026-09-28 | TLRY | Tilray Brands, Inc. | 2026-11-18 | annual | 2026-09-24 | 3 | one third | plurality | – | 1 | 65 | No | two years | No | 1731348 | 0001140361-26-037827 | |
| 2026-09-24 | COTY | COTY INC. | 2026-11-05 | annual | 2026-09-10 | 6 | majority | plurality | – | 0 | 76 | Yes | one year | No | 1024305 | 0001024305-26-000060 | |
| 2026-09-23 | NWS | NEWS CORP | 2026-11-05 | annual | 2026-09-10 | 4 | majority | majority of votes cast | Yes | 0 | 88.8 | Yes | one year | No | 1564708 | 0001104659-26-109969 | |
| 2026-09-15 | CTAS | CINTAS CORP | 2026-10-27 | annual | 2026-08-31 | 5 | majority | majority of votes cast | Yes | 1 | 95 | No | one year | No | 723254 | 0000723254-26-000040 |
The data comes from proxy statements filed on SEC Form DEF 14A. A proxy statement lists each proposal, the recommendation of the board and the vote required for approval. It also states how abstentions and broker non-votes count. A broker non-vote is a share that a broker holds for a client and cannot vote on a proposal, because the client gave no instructions and the proposal is not routine.
The same number of votes "for" can approve a proposal under one vote standard and reject it under another. A proposal that needs a majority of all outstanding shares counts every share that does not vote as a vote against it. A proposal that needs a majority of the votes cast ignores those shares.
The data is extracted from the text of the proxy statement: the notice of meeting, the section with the voting information and the vote required for each proposal, the description of each proposal, the section on the election of directors and the compensation discussion and analysis. The data is provided in a structured JSON format. The extracted information includes:
- Record date, meeting date and meeting type
- Voting classes with the number of shares outstanding on the record date and the votes per share
- Quorum requirement as printed and normalized, and whether abstentions and broker non-votes count for the quorum
- Director election standard, the plurality rule for contested elections, the resignation policy, cumulative voting and the number of seats up for election
- Ballot items with number, title, type, proposer and board recommendation
- Vote required for each ballot item, as printed and normalized: plurality, majority of votes cast, majority of shares present, majority of outstanding shares, supermajority with the percentage, or 1940 Act majority
- Routine or non-routine status of each ballot item, and the effect of abstentions and broker non-votes on the result
- Support at the last say-on-pay vote
- Say-on-frequency vote, the frequency that the board recommends and the frequency in use
- Definition of the 1940 Act majority vote in fund proxy statements
- Short quotes from the proxy statement that support key values
API Endpoint
Search and retrieve the ballot items and vote standards of proxy statements by sending POST HTTP requests with search parameters as JSON-formatted payload to the following API endpoint:
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. 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
Authorizationheader in yourPOSTrequests. For instance, before sending aPOSTrequest tohttps://api.sec-api.io/vote-standards, 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
POSTrequests, use the URLhttps://api.sec-api.io/vote-standards?token=YOUR_API_KEYinstead of the base endpoint.
Request Parameters
Search the ballot items and vote standards of proxy statements 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 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. Query examples are available below.
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 filedAt date range filter, e.g., 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, [{ "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 proxy statements filed in 2026 with at least one ballot item that needs a majority of the outstanding shares, a supermajority or a 1940 Act majority, with the result sorted by the filing date, starting with the most recent filings. Under these standards, abstentions and shares that do not vote usually count as votes against the proposal. A low turnout can defeat a proposal. Increment the from parameter by 50 on each subsequent request to paginate through the results.
Find all proxy statements in which the last say-on-pay vote received 80% support or less. A low result at the last vote shows a risk for the say-on-pay vote at the coming meeting.
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 proxy statement filed on Form DEF 14A.
The data contains only facts that the proxy statement states. A value of null or not_stated, or an empty array, means that the proxy statement does not state the fact. The normalized vote standards, such as majority_of_votes_cast, come from the text of the proxy statement; the text as printed is in the fields that end with Text or in requirement. A joint proxy statement of several funds has one item in entities for each fund. 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. Each item has the following structure:
accessionNo: string
Accession number of the filing, e.g. 0001024305-26-000060.
formType: string
EDGAR form type. DEF 14A is a definitive proxy statement. Possible values: DEF 14A.
filedAt: date
Date and time at which SEC EDGAR accepted the filing, e.g. 2026-09-24T16:21:43-04:00.
periodOfReport: date
Period of report as stated in the EDGAR header of the filing, e.g. 2026-06-30. For a proxy statement on Form DEF 14A, this is usually the date of the shareholder meeting. Some filers give the last day of the fiscal year instead. This field is null when the EDGAR header gives no period.
entities: array of objects
Companies and funds named in the EDGAR header of the filing, marked (Filer). A proxy statement of one company has one entity. A joint proxy statement of several funds or trusts can have one entity for each registrant. The company or fund that holds the meeting is always the first entity.
cik: string
Central Index Key (CIK) of the entity, without leading zeros, e.g. 1024305.
ticker: string
Trading symbol of the common stock of the entity, e.g. COTY. This field is null when the entity has no symbol, for example an open-end fund trust.
companyName: string
Name of the entity as in EDGAR, with its role in the filing in brackets, for example (Filer), e.g. COTY INC. (Filer).
irsNo: string
Employer identification number of the entity, assigned by the Internal Revenue Service (IRS), e.g. 133823358.
fiscalYearEnd: string
Last day of the fiscal year of the entity, in the format MMDD, e.g. 0630.
stateOfIncorporation: string
Code of the state or country in which the entity is incorporated, e.g. NJ.
sic: string
Standard Industrial Classification (SIC) code and industry title of the entity, as in EDGAR, e.g. 2844 Perfumes, Cosmetics & Other Toilet Preparations.
act: string
Securities law under which the entity files, as in EDGAR, e.g. 34. 34 is the Securities Exchange Act of 1934.
fileNo: string
SEC file number of the entity, e.g. 001-35964.
filmNo: string
Film number that SEC EDGAR assigned to the filing document of the entity, e.g. 261405011.
meetingDate: date
Date of the shareholder meeting, e.g. 2026-11-05.
meetingType: string
Type of the shareholder meeting as the proxy statement names it. Possible values: annual, special, annual_and_special, not_stated.
recordDate: date
Record date of the meeting, as stated, e.g. 2026-09-10. Only shareholders of record at the close of business on this date can vote.
url: string
URL of the main filing document on SEC EDGAR.
votingSecurities: array of objects
Classes of shares that can vote at the meeting, with the number of shares outstanding on the record date and the votes per share. One item per class, as stated.
className: string
Name of the class or series, as printed, e.g. Class A Common Stock.
sharesOutstanding: number
Number of shares of the class outstanding and entitled to vote on the record date, as printed, e.g. 880686464.
votesPerShare: number
Number of votes for each share of the class, as stated, e.g. 1. This field is null when the text gives no number of votes per share, for example when a fund gives one vote for each dollar of net asset value.
quorum: object
Minimum part of the voting power that must be present at the meeting, in person or by proxy, before the meeting can make decisions. A low quorum lets a small group of shareholders decide.
requirement: string
Quorum requirement as printed, in short form.
standard: string
Quorum level, normalized from the text: majority (a majority of the votes or shares entitled to vote), one_third (one-third), other_percentage (another percentage, see pct), other. Possible values: majority, one_third, other_percentage, other, not_stated.
pct: number
Quorum level in percent of the voting power, as printed, e.g. 40. This field is null when the text gives the level only in words, such as "a majority".
abstentionsCounted: boolean
true when abstentions count as present for the quorum, as stated.
brokerNonVotesCounted: boolean
true when broker non-votes count as present for the quorum, as stated. A broker non-vote is a share held by a broker that the broker cannot vote on an item, because the owner gave no instructions and the item is not routine.
directorElection: object
Rules for the election of directors at the meeting.
standard: string
Vote standard for directors in an uncontested election, normalized from the text: plurality (the candidates with the most votes win), majority_of_votes_cast (more votes for than against), majority_of_shares_present (a majority of the shares present and entitled to vote), majority_of_outstanding (a majority of all outstanding shares), other. not_stated when no directors are elected or the text does not state the standard. Possible values: plurality, majority_of_votes_cast, majority_of_shares_present, majority_of_outstanding, other, not_stated.
pluralityIfContested: boolean
true when the proxy statement states that the plurality standard applies when there are more candidates than seats.
resignationPolicy: boolean
true when a director who does not get the required majority must offer to resign, as stated. This rule is common with a majority standard and also exists with a plurality standard.
cumulativeVoting: boolean
true when shareholders can cumulate their votes and give all of them to one candidate. false when the proxy statement states that cumulative voting is not allowed.
seatsUpForElection: integer
Number of directors to be elected at the meeting, as stated, e.g. 9.
ballotItems: array of objects
Matters that shareholders vote on at the meeting, as listed in the notice of meeting. One item per proposal. All directors elected under one proposal are one item.
proposalNumber: string
Number of the proposal as printed, e.g. 1.
title: string
Title of the proposal as printed, e.g. To elect the nine directors named in this proxy statement.
category: string
Type of the proposal: director_election, say_on_pay (advisory vote on executive pay), say_on_frequency (advisory vote on how often to hold the say-on-pay vote), auditor_ratification, equity_plan (adoption or amendment of a stock or employee stock purchase plan), charter_amendment (amendment of the charter, the bylaws or the declaration of trust), investment_advisory_agreement (approval of a fund advisory or sub-advisory contract), shareholder_proposal, adjournment, other. Possible values: director_election, say_on_pay, say_on_frequency, auditor_ratification, equity_plan, charter_amendment, investment_advisory_agreement, shareholder_proposal, adjournment, other.
proposer: string
Party that submits the proposal: the board or a shareholder. Possible values: board, shareholder, not_stated.
boardRecommendation: string
Vote recommendation of the board on the proposal. For a say-on-frequency vote, the recommended frequency. Possible values: for, against, one_year, two_years, three_years, no_recommendation, not_stated.
advisory: boolean
true when the proxy statement states that the vote is advisory and does not bind the board.
voteStandardText: string
Vote required to approve the proposal, as printed, in short form.
voteStandard: string
Vote required, normalized from the text: plurality, majority_of_votes_cast (more votes for than against, or a majority of the votes cast), majority_of_shares_present (a majority of the shares present in person or by proxy and entitled to vote), majority_of_outstanding (a majority of all outstanding shares), supermajority (a higher percentage, see supermajorityPct), act_1940_majority (the majority of the outstanding voting securities as the Investment Company Act of 1940 defines it), other. Possible values: plurality, majority_of_votes_cast, majority_of_shares_present, majority_of_outstanding, supermajority, act_1940_majority, other, not_stated.
supermajorityPct: number
Required percentage of the outstanding shares or of the votes for a supermajority vote, e.g. 66.67. A fraction in the text is converted to a percentage: two-thirds is 66.67.
brokerDiscretion: string
Broker voting status of the proposal as stated: routine (a broker can vote shares without instructions from the owner), non_routine (a broker cannot vote shares without instructions). Possible values: routine, non_routine, not_stated.
abstentionEffect: string
Effect of an abstention on the result of the proposal, as stated: against (same effect as a vote against), no_effect. For a plurality election, the effect of a withheld vote. Possible values: against, no_effect, not_stated.
brokerNonVoteEffect: string
Effect of a broker non-vote on the result of the proposal, as stated: against (same effect as a vote against), no_effect, none_expected (the proxy statement states that no broker non-votes are expected, usually for a routine proposal). Possible values: against, no_effect, none_expected, not_stated.
priorSayOnPay: object
Result of the last say-on-pay vote, as the proxy statement reports it. In a say-on-pay vote, shareholders vote for or against executive pay. A low result predicts a risk for the current vote.
priorVoteDate: date
Date or year of the last say-on-pay vote, as stated, e.g. 2025.
supportPct: number
Support at the last vote in percent, as printed, e.g. 76.
supportBasis: string
Votes on which supportPct is based, as stated: votes_cast (votes for in percent of the votes for and against), votes_cast_and_abstentions (abstentions are included), shares_outstanding (votes for in percent of all outstanding shares). Possible values: votes_cast, votes_cast_and_abstentions, shares_outstanding, not_stated.
sayOnFrequency: object
Advisory vote on how often the company holds the say-on-pay vote: every 1, 2 or 3 years. SEC rules require this vote at least once every 6 calendar years.
onBallot: boolean
true when the meeting has a say-on-frequency vote.
boardRecommendation: string
Frequency that the board recommends. Possible values: one_year, two_years, three_years, not_stated.
currentFrequency: string
Frequency of the say-on-pay vote that the company uses now, as stated. Possible values: one_year, two_years, three_years, not_stated.
nextFrequencyVoteYear: integer
Year of the next say-on-frequency vote, as stated, e.g. 2027.
act1940Majority: object
Definition of the vote of "a majority of the outstanding voting securities" under the Investment Company Act of 1940. Fund proposals, such as a new advisory contract, need this vote. It is the lesser of 67% of the shares present, when more than 50% of the outstanding shares are present, and more than 50% of the outstanding shares.
definitionStated: boolean
true when the proxy statement defines this vote standard.
definitionText: string
Definition as printed.
evidence: object
Short quotes from the proxy statement that support key values. Each key is the path of a field, e.g. ballotItems[4].voteStandard, and each value is the quote.
Response Example
1
{
2
"total": {
3
"value": 1,
4
"relation": "eq"
5
},
6
"data": [
7
{
8
"accessionNo": "0001024305-26-000060",
9
"formType": "DEF 14A",
10
"filedAt": "2026-09-24T16:21:43-04:00",
11
"periodOfReport": "2026-06-30",
12
"entities": [
13
{
14
"cik": "1024305",
15
"ticker": "COTY",
16
"companyName": "COTY INC. (Filer)",
17
"irsNo": "133823358",
18
"fiscalYearEnd": "0630",
19
"stateOfIncorporation": null,
20
"sic": "2844 Perfumes, Cosmetics & Other Toilet Preparations",
21
"act": "34",
22
"fileNo": "001-35964",
23
"filmNo": "261405011"
24
}
25
],
26
"meetingDate": "2026-11-05",
27
"meetingType": "annual",
28
"recordDate": "2026-09-10",
29
"url": "https://www.sec.gov/Archives/edgar/data/1024305/000102430526000060/coty-20260924.htm",
30
"votingSecurities": [
31
{
32
"className": "Class A Common Stock",
33
"sharesOutstanding": 880686464,
34
"votesPerShare": 1
35
},
36
{
37
"className": "Series B Convertible Preferred Stock (votes with the Class A Common Stock on an as-converted basis)",
38
"sharesOutstanding": 146057,
39
"votesPerShare": null
40
}
41
],
42
"quorum": {
43
"requirement": "A quorum will be present if holders of a majority of the outstanding voting power of our Class A Common Stock and Series B Preferred Stock entitled to vote and voting together as a single class at the Annual Meeting are present in person or represented by proxy",
44
"standard": "majority",
45
"pct": null,
46
"abstentionsCounted": true,
47
"brokerNonVotesCounted": true
48
},
49
"directorElection": {
50
"standard": "plurality",
51
"pluralityIfContested": null,
52
"resignationPolicy": null,
53
"cumulativeVoting": null,
54
"seatsUpForElection": 9
55
},
56
"ballotItems": [
57
{
58
"proposalNumber": "1",
59
"title": "To elect the nine directors named in this proxy statement",
60
"category": "director_election",
61
"proposer": "board",
62
"boardRecommendation": "for",
63
"advisory": null,
64
"voteStandardText": "Election of each nominee for director requires a plurality of the votes cast by the holder of Class A Common Stock and Series B Preferred Stock (on an as converted basis) voting together.",
65
"voteStandard": "plurality",
66
"supermajorityPct": null,
67
"brokerDiscretion": "non_routine",
68
"abstentionEffect": "no_effect",
69
"brokerNonVoteEffect": "no_effect"
70
},
71
{
72
"proposalNumber": "2",
73
"title": "To approve the Amended and Restated Coty Inc. Equity and Long-Term Incentive Plan",
74
"category": "equity_plan",
75
"proposer": "board",
76
"boardRecommendation": "for",
77
"advisory": null,
78
"voteStandardText": "Approval of an amendment and restatement of the ELTIP requires the affirmative vote of a majority of the votes cast.",
79
"voteStandard": "majority_of_votes_cast",
80
"supermajorityPct": null,
81
"brokerDiscretion": "non_routine",
82
"abstentionEffect": "no_effect",
83
"brokerNonVoteEffect": "no_effect"
84
},
85
{
86
"proposalNumber": "3",
87
"title": "To approve the Amended and Restated Coty Inc. Stock Plan for Directors",
88
"category": "equity_plan",
89
"proposer": "board",
90
"boardRecommendation": "for",
91
"advisory": null,
92
"voteStandardText": "The affirmative vote of a majority of the votes cast.",
93
"voteStandard": "majority_of_votes_cast",
94
"supermajorityPct": null,
95
"brokerDiscretion": "non_routine",
96
"abstentionEffect": "no_effect",
97
"brokerNonVoteEffect": "no_effect"
98
},
99
{
100
"proposalNumber": "4",
101
"title": "To approve, on an advisory (non-binding) basis, the compensation of the Company's named executive officers",
102
"category": "say_on_pay",
103
"proposer": "board",
104
"boardRecommendation": "for",
105
"advisory": true,
106
"voteStandardText": "This advisory vote, commonly referred to as “Say-on-Pay”, requires the affirmative vote of a majority of the votes cast.",
107
"voteStandard": "majority_of_votes_cast",
108
"supermajorityPct": null,
109
"brokerDiscretion": "non_routine",
110
"abstentionEffect": "no_effect",
111
"brokerNonVoteEffect": "no_effect"
112
},
113
{
114
"proposalNumber": "5",
115
"title": "To approve, on an advisory (non-binding) basis, the frequency of the vote on the Company's named executive officer compensation",
116
"category": "say_on_frequency",
117
"proposer": "board",
118
"boardRecommendation": "one_year",
119
"advisory": true,
120
"voteStandardText": "To the extent one frequency receives the affirmative vote of a majority of the votes duly cast by the holders of Class A Common Stock, such frequency will be deemed approved by the stockholders.",
121
"voteStandard": "majority_of_votes_cast",
122
"supermajorityPct": null,
123
"brokerDiscretion": "non_routine",
124
"abstentionEffect": "no_effect",
125
"brokerNonVoteEffect": "no_effect"
126
},
127
{
128
"proposalNumber": "6",
129
"title": "To ratify the appointment of Deloitte & Touche LLP to serve as the Company's independent registered public accounting firm for the fiscal year ending June 30, 2027",
130
"category": "auditor_ratification",
131
"proposer": "board",
132
"boardRecommendation": "for",
133
"advisory": null,
134
"voteStandardText": "Ratification of the appointment of our independent registered public accounting firm requires the affirmative vote of a majority of the votes cast.",
135
"voteStandard": "majority_of_votes_cast",
136
"supermajorityPct": null,
137
"brokerDiscretion": "routine",
138
"abstentionEffect": "no_effect",
139
"brokerNonVoteEffect": "not_stated"
140
}
141
],
142
"priorSayOnPay": {
143
"priorVoteDate": "2025",
144
"supportPct": 76,
145
"supportBasis": "votes_cast"
146
},
147
"sayOnFrequency": {
148
"onBallot": true,
149
"boardRecommendation": "one_year",
150
"currentFrequency": "one_year",
151
"nextFrequencyVoteYear": null
152
},
153
"act1940Majority": {
154
"definitionStated": false,
155
"definitionText": null
156
},
157
"evidence": {
158
"directorElection.standard": "Election of each nominee for director requires a plurality of the votes cast by the holder of Class A Common Stock and Series B Preferred Stock (on an as converted basis) voting together.",
159
"sayOnFrequency.boardRecommendation": "After careful consideration, our Board believes that a frequency of every year (annually) for the advisory vote on NEO compensation is the appropriate interval for conducting a Say-on-Pay vote.",
160
"ballotItems[4].voteStandard": "To the extent one frequency receives the affirmative vote of a majority of the votes duly cast by the holders of Class A Common Stock, such frequency will be deemed approved by the stockholders.",
161
"ballotItems[5].brokerDiscretion": "Only the ratification of the appointment of the independent registered public accounting firm (Proposal 6) is considered a routine matter.",
162
"priorSayOnPay.supportPct": "At our 2025 Annual Meeting of Stockholders, approximately 76.0% of the votes cast for approval of the “Say-on-Pay” advisory vote.",
163
"sayOnFrequency.currentFrequency": "The Board has adopted a policy providing for annual “Say-on-Pay” advisory votes."
164
}
165
}
166
]
167
}