ACCOLADE INC. 2024-2025 Proxy Voting Records

Description as filed by funds: Election of Directors: Cindy Kent

ACCOLADE INC.’s own tally for this item (“Elect Director: Ms. Cindy Kent”): 39,208,798 for, 19,691,098 withheld, per its Form 8-K filed August 7, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Proposal 1: Election of Directors The Company's stockholders elected the three persons listed below as Class I directors, each to serve until the Company's 2027 Annual Meeting of Stockholders and until their successors are duly elected and qualified.”
Support: 67% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 52 asset managers below reported 19,156,476 for, 3,051,625 withheld, 1,664,392 abstained.

Showing the 25 largest of 52 asset managers. See all 52 in the interactive database.

Description as filed by funds: Election of Directors: Jeffrey Jordan

ACCOLADE INC.’s own tally for this item (“Elect Director: Mr. Jeffrey Jordan”): 56,841,087 for, 2,058,809 withheld, per its Form 8-K filed August 7, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Proposal 1: Election of Directors The Company's stockholders elected the three persons listed below as Class I directors, each to serve until the Company's 2027 Annual Meeting of Stockholders and until their successors are duly elected and qualified.”
Support: 97% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 52 asset managers below reported 22,450,436 for, 1,393,942 withheld, 28,115 abstained.

Showing the 25 largest of 52 asset managers. See all 52 in the interactive database.

Description as filed by funds: Election of Directors: Michael Hilton

ACCOLADE INC.’s own tally for this item (“Elect Director: Mr. Michael Hilton”): 55,409,957 for, 3,489,939 withheld, per its Form 8-K filed August 7, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Proposal 1: Election of Directors The Company's stockholders elected the three persons listed below as Class I directors, each to serve until the Company's 2027 Annual Meeting of Stockholders and until their successors are duly elected and qualified.”
Support: 94% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 52 asset managers below reported 22,239,367 for, 1,605,011 withheld, 28,115 abstained.

Showing the 25 largest of 52 asset managers. See all 52 in the interactive database.

Description as filed by funds: To adopt the Agreement and Plan of Merger (as it may be amended from time to time), dated January 8, 2025 (the "Merger Agreement"), by and among Accolade, Inc., a Delaware corporation ("Accolade"), Transcarent, Inc., a Delaware corporation ("Parent"), and Acorn Merger Sub, Inc., a Delaware corporation and an indirect wholly owned subsidiary of Parent ("Merger Sub"), pursuant to which Merger Sub will merge with and into Accolade (the "Merger"), and approve the Merger and the transactions contemplated by the Merger Agreement (the "Merger Agreement Proposal").

ACCOLADE INC.’s own tally for this item (“1. The Merger Agreement Proposal”): 58,476,000 for, 106,097 against — passed, per its Form 8-K filed March 27, 2025 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Proposal 1: The Merger Agreement Proposal”
Support: 99.8% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 51 asset managers below reported 15,452,603 for.

Showing the 25 largest of 51 asset managers. See all 51 in the interactive database.

Description as filed by funds: To approve the adjournment of the special meeting of stockholders of Accolade (the "Special Meeting"), from time to time, to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to approve the Merger Agreement Proposal at the time of the Special Meeting.

The 46 asset managers below reported 13,262,697 for, 1,491,215 against. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

Showing the 25 largest of 46 asset managers. See all 46 in the interactive database.

Description as filed by funds: To approve the adjournment of the special meeting of stockholder of Accolade (the "Special Meeting"), from time to time, to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to approve the Merger Agreement Proposal at the time of the Special Meeting.

The 5 asset managers below reported 698,405 for. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

Description as filed by funds: To approve, on an advisory basis, the compensation of the Company's named executive officers as disclosed in the proxy statement in accordance with SEC rules.

ACCOLADE INC.’s own tally for this item (“2. Advisory Vote on Executive Compensation”): 58,197,240 for, 605,301 against — passed, per its Form 8-K filed August 7, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Proposal 2: Advisory Vote on Executive Compensation The Company's stockholders approved, on an advisory basis, the compensation paid to the Company's named executive officers as disclosed in the Proxy Statement.”
Support: 99% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports, all 52 managers: 23,872,493 for. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports, all 139 managers: 34,219,542 for, 175,550 against. Showing the 25 largest; see all in the interactive database.

Description as filed by funds: To approve, on a non-binding, advisory basis, the compensation that will or may become payable by Accolade to its named executive officers in connection with the Merger.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice). The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

Fund voting reports, all 51 managers: 15,017,742 for, 434,861 against. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports, all 122 managers: 33,031,513 for, 4,677,283 against, 53,656 abstained, 1,407 not voted. Showing the 25 largest; see all in the interactive database.

The 2 asset managers below reported 130,097 for. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

Description as filed by funds: To ratify the selection by the Audit Committee of the Board of Directors of KPMG LLP as the independent registered public accounting firm of the Company for its fiscal year ending February 28, 2025.

ACCOLADE INC.’s own tally for this item (“3. Ratification of the Selection of Independent Registered Public Accounting Firm”): 70,669,020 for, 213,990 against — passed, per its Form 8-K filed August 7, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Proposal 3: Ratification of the Selection of Independent Registered Public Accounting Firm The Company's stockholders ratified the selection by the Audit Committee of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending February 28, 2025.”
Support: 99.6% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 51 asset managers below reported 23,872,161 for.

Showing the 25 largest of 51 asset managers. See all 51 in the interactive database.