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AMERICAN WELL CORP. 2023-2024 Proxy Voting Records

Compiled from SEC Form N-PX filings and AMERICAN WELL CORP.’s Form 8-K, filed June 24, 2024 (Item 5.07 on EDGAR). Page generated October 14, 2026.

6Ballot items
145Asset managers
826Fund votes
June 18, 2024Meeting date

Results at a glance

Meeting of June 18, 2024: 6 items on AMERICAN WELL CORP.’s Form 8-K, filed June 24, 2024: 3 elected · 3 approved.

Material dissent

None.

Material dissent: a director nominee under 80% of the votes cast, say-on-pay under 70%, any other item the board put forward under 80%, or a shareholder proposal with more than 50%, on the company’s own Form 8-K tally. How this is decided

Proxy season: 2023-2024

Explore AMERICAN WELL CORP. in the interactive database Compare manager voting policies

Official 2023-2024 meeting results reported by AMERICAN WELL CORP.

These tallies are AMERICAN WELL CORP.’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K, filed June 24, 2024 (Item 5.07, “Submission of Matters to a Vote of Security Holders”). They cover every share voted at the meeting, not just the funds that file Form N-PX.

AMERICAN WELL CORP. — official shareholder meeting results, meeting held June 18, 2024
Ballot item	For	Against	Abstain	Withheld	Broker non-votes	Support (of votes cast)	Reported outcome	Voting standard
Elect Director: Mr. Derek Ross	369,030,951	--	--	23,302,087	35,038,495	94%	Elected	—
Elect Director: Ms. Deborah Jackson	341,545,474	--	--	50,787,564	35,038,495	87%	Elected	—
Elect Director: Mr. Rob Webb	389,303,500	--	--	3,029,538	35,038,495	99.2%	Elected	—
2. Ratifying the Appointment of the Independent Registered Public Accounting Firm	426,603,764	--	--	767,769	--	99.8%	Approved	—
3. Advisory Vote on Named Executive Officer Compensation	384,527,467	--	--	7,805,571	35,038,495	98%	Approved	—
4. Amendments to Certificate of Incorporation to Effect a Reverse Stock Split	424,199,779	2,940,641	231,113	--	--	99.3%	Approved	—

Source: AMERICAN WELL CORP., Form 8-K, filed with the SEC on June 24, 2024 — read the filing on EDGAR.

How asset managers voted at the AMERICAN WELL CORP. 2023-2024 meeting

Each item below shows how the 145 asset managers that disclosed a AMERICAN WELL CORP. vote in their SEC Form N-PX filings actually voted. Share totals are the shares those managers' funds voted, summed across every fund they report.

1. Elect Director: Mr. Derek Ross

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 4 wordings of this item as funds reported it.

94% Majority: yes · of votes cast

FOR 94%

FOR: 369,030,951WITHHELD: 23,302,087

Details: description as filed, official tally, votes by 42 asset managers

Description as filed by funds: To elect three Class I directors to serve until the 2027 annual meeting of stockholders: Mr. Derek Ross

AMERICAN WELL CORP.’s own tally for this item (“Elect Director: Mr. Derek Ross”): 369,030,951 for, 23,302,087 withheld, per its Form 8-K filed June 24, 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 stockholders of the Company elected each of the following Class I director nominees proposed by the Company's Board of Directors to serve until the 2027 annual meeting of stockholders of the Company or until their respective successors have been duly elected a…”
Support: 94% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 42 asset managers below reported 24,134,268 for, 10,377,164 withheld, 162,598 abstained.

FORWITHHOLD

FOR: 24,134,268ABSTAIN: 162,598WITHHOLD: 10,377,164

Largest asset managers voting on “To elect three Class I directors to serve until the 2027 annual meeting of stockholders: Mr. Derek Ross” at AMERICAN WELL CORP., 2023-2024
Asset manager	For	Abstain	Withheld	Vote
Vanguard	13,212,440	0	0	For
BlackRock	0	0	8,889,308	Withhold
Fidelity	5,239,187	0	0	For
Charles Schwab	2,061,965	0	0	For
Equitable	0	0	694,133	Withhold
TIAA	668,228	0	0	For
Invesco	622,007	0	0	For
QUANTITATIVE MASTER SERIES LLC	0	0	455,326	Withhold
Nationwide	371,642	0	0	For
Global X	370,603	0	0	For
Columbia Threadneedle	360,826	0	0	For
Lincoln Financial	206,200	0	18,641	Mixed
Brighthouse	87,601	0	51,120	Mixed
Goldman Sachs	124,224	0	0	For
AIG/SunAmerica	124,138	0	0	For
Bridge Builder Trust	0	103,649	0	Abstain
John Hancock	94,015	9,568	0	Mixed
Dimensional	0	0	103,564	Withhold
GuideStone	103,415	0	0	For
Pacific Life	0	0	98,213	Withhold
State Street	93,425	0	0	For
Voya	87,876	0	0	For
Russell Investments	56,923	0	0	For
SEI	43,300	0	0	For
Jackson National	0	40,440	0	Abstain

Showing the 25 largest of 42 asset managers. See all 42 in the interactive database.

2. Elect Director: Mr. Rob Webb

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 4 wordings of this item as funds reported it.

99.2% Majority: yes · of votes cast

FOR 99.2%

FOR: 389,303,500WITHHELD: 3,029,538

Details: description as filed, official tally, votes by 42 asset managers

Description as filed by funds: To elect three Class I directors to serve until the 2027 annual meeting of stockholders: Mr. Rob Webb

AMERICAN WELL CORP.’s own tally for this item (“Elect Director: Mr. Rob Webb”): 389,303,500 for, 3,029,538 withheld, per its Form 8-K filed June 24, 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 stockholders of the Company elected each of the following Class I director nominees proposed by the Company's Board of Directors to serve until the 2027 annual meeting of stockholders of the Company or until their respective successors have been duly elected a…”
Support: 99.2% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 42 asset managers below reported 34,417,388 for, 197,693 withheld, 58,949 abstained.

FOR

FOR: 34,417,388ABSTAIN: 58,949WITHHOLD: 197,693

Largest asset managers voting on “To elect three Class I directors to serve until the 2027 annual meeting of stockholders: Mr. Rob Webb” at AMERICAN WELL CORP., 2023-2024
Asset manager	For	Abstain	Withheld	Vote
Vanguard	13,212,440	0	0	For
BlackRock	8,889,308	0	0	For
Fidelity	5,239,187	0	0	For
Charles Schwab	2,061,965	0	0	For
Equitable	694,133	0	0	For
TIAA	668,228	0	0	For
Invesco	622,007	0	0	For
QUANTITATIVE MASTER SERIES LLC	455,326	0	0	For
Nationwide	371,642	0	0	For
Global X	370,603	0	0	For
Columbia Threadneedle	360,826	0	0	For
Lincoln Financial	206,200	0	18,641	Mixed
Brighthouse	87,601	0	51,120	Mixed
Goldman Sachs	124,224	0	0	For
AIG/SunAmerica	124,138	0	0	For
Bridge Builder Trust	103,649	0	0	For
John Hancock	94,015	9,568	0	Mixed
Dimensional	0	0	103,564	Withhold
GuideStone	103,415	0	0	For
Pacific Life	98,213	0	0	For
State Street	93,425	0	0	For
Voya	87,876	0	0	For
Russell Investments	56,923	0	0	For
SEI	43,300	0	0	For
Jackson National	0	40,440	0	Abstain

Showing the 25 largest of 42 asset managers. See all 42 in the interactive database.

3. Elect Director: Ms. Deborah Jackson

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 4 wordings of this item as funds reported it.

87% Majority: yes · of votes cast

FOR 87%

FOR: 341,545,474WITHHELD: 50,787,564

Details: description as filed, official tally, votes by 42 asset managers

Description as filed by funds: To elect three Class I directors to serve until the 2027 annual meeting of stockholders: Ms. Deborah Jackson

AMERICAN WELL CORP.’s own tally for this item (“Elect Director: Ms. Deborah Jackson”): 341,545,474 for, 50,787,564 withheld, per its Form 8-K filed June 24, 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 stockholders of the Company elected each of the following Class I director nominees proposed by the Company's Board of Directors to serve until the 2027 annual meeting of stockholders of the Company or until their respective successors have been duly elected a…”
Support: 87% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 42 asset managers below reported 28,500,512 for, 5,995,421 withheld, 178,097 abstained.

FORWITHHOLD

FOR: 28,500,512ABSTAIN: 178,097WITHHOLD: 5,995,421

Largest asset managers voting on “To elect three Class I directors to serve until the 2027 annual meeting of stockholders: Ms. Deborah Jackson” at AMERICAN WELL CORP., 2023-2024
Asset manager	For	Abstain	Withheld	Vote
Vanguard	13,212,440	0	0	For
BlackRock	8,889,308	0	0	For
Fidelity	5,231,487	0	7,700	For
Charles Schwab	0	0	2,061,965	Withhold
Equitable	404,213	0	289,920	Mixed
TIAA	0	0	668,228	Withhold
Invesco	0	0	622,007	Withhold
QUANTITATIVE MASTER SERIES LLC	455,326	0	0	For
Nationwide	0	0	371,642	Withhold
Global X	0	0	370,603	Withhold
Columbia Threadneedle	0	0	360,826	Withhold
Lincoln Financial	0	0	224,841	Withhold
Brighthouse	0	0	138,721	Withhold
Goldman Sachs	0	0	124,224	Withhold
AIG/SunAmerica	0	0	124,138	Withhold
Bridge Builder Trust	103,649	0	0	For
John Hancock	0	103,583	0	Abstain
Dimensional	0	0	103,564	Withhold
GuideStone	0	0	103,415	Withhold
Pacific Life	98,213	0	0	For
State Street	0	0	93,425	Withhold
Voya	0	0	87,876	Withhold
Russell Investments	56,923	0	0	For
SEI	0	0	43,300	Withhold
Jackson National	0	40,440	0	Abstain

Showing the 25 largest of 42 asset managers. See all 42 in the interactive database.

4. 4. Amendments to Certificate of Incorporation to Effect a Reverse Stock Split

Official resultCAPITAL STRUCTUREReported outcome: Approved

Combines 4 wordings of this item as funds reported it.

99.3% Approved · of votes cast

FOR 99.3%

FOR: 424,199,779AGAINST: 2,940,641

Details: description as filed, official tally, votes by 42 asset managers

Description as filed by funds: To approve amendment to the Company's certificate of certificate of incorporation to effect a reverse stock split

AMERICAN WELL CORP.’s own tally for this item (“4. Amendments to Certificate of Incorporation to Effect a Reverse Stock Split”): 424,199,779 for, 2,940,641 against — passed, per its Form 8-K filed June 24, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Proposal 4 — Amendments to Certificate of Incorporation to Effect a Reverse Stock Split The stockholders of the Company approved amendments to the Company's Certificate of Incorporation to effect a reverse stock split.”
Support: 99.3% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 42 asset managers below reported 34,617,135 for, 56,895 abstained.

FOR

FOR: 34,617,135ABSTAIN: 56,895

Largest asset managers voting on “To approve amendment to the Company's certificate of certificate of incorporation to effect a reverse stock sp” at AMERICAN WELL CORP., 2023-2024
Asset manager	For	Abstain	Vote
Vanguard	13,212,440	0	For
BlackRock	8,889,308	0	For
Fidelity	5,239,187	0	For
Charles Schwab	2,061,965	0	For
Equitable	694,133	0	For
TIAA	668,228	0	For
Invesco	622,007	0	For
QUANTITATIVE MASTER SERIES LLC	455,326	0	For
Nationwide	371,642	0	For
Global X	370,603	0	For
Columbia Threadneedle	360,826	0	For
Lincoln Financial	224,841	0	For
Brighthouse	87,601	51,120	Mixed
Goldman Sachs	124,224	0	For
AIG/SunAmerica	124,138	0	For
Bridge Builder Trust	103,649	0	For
John Hancock	103,583	0	For
Dimensional	103,564	0	For
GuideStone	103,415	0	For
Pacific Life	98,213	0	For
State Street	93,425	0	For
Voya	87,876	0	For
Russell Investments	56,923	0	For
SEI	43,300	0	For
Jackson National	40,440	0	For

Showing the 25 largest of 42 asset managers. See all 42 in the interactive database.

5. 3. Advisory Vote on Named Executive Officer Compensation

Official result Fund totals may overlapSECTION 14A SAY-ON-PAY VOTESReported outcome: Approved

Combines 7 wordings of this item as funds reported it.

98% Approved · of votes cast

FOR 98%

FOR: 384,527,467WITHHELD: 7,805,571

Details: description as filed, official tally, votes by 142 asset managers

Description as filed by funds: To approve, on an advisory basis, the compensation paid to the Company's named executive officers as disclosed in the compensation discussion and analysis and the related compensation tables and narrative disclosure in the Company's proxy statement

AMERICAN WELL CORP.’s own tally for this item (“3. Advisory Vote on Named Executive Officer Compensation”): 384,527,467 for, 7,805,571 withheld — passed, per its Form 8-K filed June 24, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Proposal 3 — Advisory Vote on Named Executive Officer Compensation The stockholders of the Company approved, by a non-binding advisory vote, the compensation paid to the company's named executive officers, as disclosed in the Compensation Discussion and Analysis and the related compensation tables …”
Support: 98% of votes cast — FOR ÷ (FOR + WITHHELD); 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: 42 asset managers voting on “To approve, on an advisory basis, the compensation paid to the Company's named executive officers as disclosed” at AMERICAN WELL CORP., 2023-2024
Asset manager	For	Withheld	Vote
Vanguard	13,212,440	0	For
BlackRock	8,889,308	0	For
Fidelity	5,239,187	0	For
Charles Schwab	2,061,965	0	For
Equitable	694,133	0	For
TIAA	668,228	0	For
Invesco	622,007	0	For
QUANTITATIVE MASTER SERIES LLC	455,326	0	For
Nationwide	368,287	3,355	For
Global X	0	370,603	Withhold
Columbia Threadneedle	360,826	0	For
Lincoln Financial	206,200	18,641	Mixed
Brighthouse	87,601	51,120	Mixed
Goldman Sachs	124,224	0	For
AIG/SunAmerica	124,138	0	For
Bridge Builder Trust	103,649	0	For
John Hancock	94,015	9,568	Mixed
Dimensional	0	103,564	Withhold
GuideStone	103,415	0	For
Pacific Life	98,213	0	For
State Street	93,425	0	For
Voya	87,876	0	For
Russell Investments	0	56,923	Withhold
SEI	0	43,300	Withhold
Jackson National	0	40,440	Withhold

Fund voting reports, all 42 managers: 33,937,432 for, 736,598 withheld. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports: 115 asset managers voting on “To approve, on an advisory basis, the compensation paid to the Company's named executive officers as disclosed” at AMERICAN WELL CORP., 2023-2024
Asset manager	For	Abstain	Withheld	Vote
Caledonia (Private) Investments Pty Ltd	0	13,172,143	0	Abstain
BlackRock	8,766,961	0	3,912	For
GEODE CAPITAL MANAGEMENT, LLC	5,619,662	0	0	For
State Street	4,583,002	0	15	For
Renaissance	2,211,668	0	0	For
Rock Point Advisors, LLC	0	0	2,204,432	Withhold
Charles Schwab	2,061,965	0	0	For
Northern Trust	1,958,724	0	0	For
HEALTHCARE OF ONTARIO PENSION PLAN TRUST FUND	1,584,200	0	0	For
JACOBS LEVY EQUITY MANAGEMENT, INC	1,492,686	0	0	For
MELLON INVESTMENTS Corp	1,072,251	0	0	For
Ensign Peak Advisors, Inc	960,161	0	0	For
AQR	891,127	0	0	For
ACADIAN ASSET MANAGEMENT LLC	792,982	0	0	For
Nuveen	707,609	0	0	For
Citadel	690,786	0	0	For
Invesco	678,796	0	0	For
State of Wyoming	505,867	0	0	For
Matisse Capital	491,270	0	0	For
Dimensional	0	0	465,746	Withhold
AllianceBernstein	289,920	0	0	For
T. Rowe Price	289,318	0	0	For
Kintegral Advisory, LLC	237,626	0	0	For
Vanguard	192,331	0	0	For
DE Shaw	188,554	0	0	For

Institutional-manager reports, all 115 managers: 37,881,892 for, 3,449,727 withheld, 13,182,143 abstained, 25,000 not voted. Showing the 25 largest; see all in the interactive database.

6. 2. Ratifying the Appointment of the Independent Registered Public Accounting Firm

Official resultAUDIT-RELATEDReported outcome: Approved

Combines 4 wordings of this item as funds reported it.

99.8% Approved · of votes cast

FOR 99.8%

FOR: 426,603,764WITHHELD: 767,769

Details: description as filed, official tally, votes by 43 asset managers

Description as filed by funds: To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the Company for the fiscal year ending December 31, 2024

AMERICAN WELL CORP.’s own tally for this item (“2. Ratifying the Appointment of the Independent Registered Public Accounting Firm”): 426,603,764 for, 767,769 withheld — passed, per its Form 8-K filed June 24, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Proposal 2 — Ratifying the Appointment of the Independent Registered Public Accounting Firm The stockholders of the Company ratified the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024.”
Support: 99.8% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 43 asset managers below reported 34,622,968 for, 51,120 withheld.

FOR

FOR: 34,622,968WITHHOLD: 51,120

Largest asset managers voting on “To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm f” at AMERICAN WELL CORP., 2023-2024
Asset manager	For	Withheld	Vote
Vanguard	13,212,440	0	For
BlackRock	8,889,308	0	For
Fidelity	5,239,187	0	For
Charles Schwab	2,061,965	0	For
Equitable	694,133	0	For
TIAA	668,228	0	For
Invesco	622,007	0	For
QUANTITATIVE MASTER SERIES LLC	455,326	0	For
Nationwide	371,642	0	For
Global X	370,603	0	For
Columbia Threadneedle	360,826	0	For
Lincoln Financial	224,841	0	For
Brighthouse	87,601	51,120	Mixed
Goldman Sachs	124,224	0	For
AIG/SunAmerica	124,138	0	For
Bridge Builder Trust	103,649	0	For
John Hancock	103,583	0	For
Dimensional	103,564	0	For
GuideStone	103,415	0	For
Pacific Life	98,213	0	For
State Street	93,425	0	For
Voya	87,876	0	For
Russell Investments	56,923	0	For
SEI	43,300	0	For
Jackson National	40,440	0	For

Showing the 25 largest of 43 asset managers. See all 43 in the interactive database.

Largest AMERICAN WELL CORP. shareholders voting in 2023-2024

Ranked separately for each type of Form N-PX report. An institutional manager can report shares that a fund it advises also reports, so the two tables can list the same shares and are never added together. Each is ranked by the shares voted on the item that the most managers of that type reported, shown as a share of the 296,104,745 shares outstanding at the time of that meeting.

Fund voting reports: top AMERICAN WELL CORP. shareholders by shares voted on “To approve, on an advisory basis, the compensation paid to the Company's named executive…”, 2023-2024
#	Asset manager	% of shares outstanding
1	Vanguard	4.46%
2	BlackRock	3.00%
3	Fidelity	1.77%
4	Charles Schwab	0.70%
5	Equitable	0.23%
6	TIAA	0.23%
7	Invesco	0.21%
8	QUANTITATIVE MASTER SERIES LLC	0.15%
9	Nationwide	0.13%
10	Global X	0.13%

Institutional-manager reports: top AMERICAN WELL CORP. shareholders by shares voted on “To approve, on an advisory basis, the compensation paid to the Company's named executive…”, 2023-2024
#	Asset manager	% of shares outstanding
1	Caledonia (Private) Investments Pty Ltd	4.45%
2	BlackRock	2.96%
3	GEODE CAPITAL MANAGEMENT, LLC	1.90%
4	State Street	1.55%
5	Renaissance	0.75%
6	Rock Point Advisors, LLC	0.74%
7	Charles Schwab	0.70%
8	Northern Trust	0.66%
9	HEALTHCARE OF ONTARIO PENSION PLAN TRUST FUND	0.54%
10	JACOBS LEVY EQUITY MANAGEMENT, INC	0.50%

Reported AMERICAN WELL CORP. holdings and ownership

As disclosed to the SEC in Form 13F (quarter-end holdings of 30 large managers), Schedules 13D and 13G (beneficial ownership above 5%) and the company’s own proxy statement (DEF 14A). Each row names its form.

AMERICAN WELL CORP. holdings and ownership disclosed for the 2023-2024 proxy season
Holder	% outstanding	Disclosure
Morgan Stanley	0.42%	13F
Vanguard Group	0.22%	13F
BlackRock	0.09%	13F
Goldman Sachs	0.01%	13F
JPMorgan Chase	<0.01%	13F
FMR (Fidelity)	<0.01%	13F

Percentages above are of 296,104,745 shares outstanding, as reported by AMERICAN WELL CORP. on its Form 10-Q dated March 31, 2024 (see the filing on EDGAR). This is the count contemporaneous with the 2023-2024 meeting, not today’s. Each holding is as of its own filing, which may be dated before or after the meeting.

About this page

Every figure above is derived from filings made with the US Securities and Exchange Commission: Form N-PX, in which registered funds disclose how they voted every proxy and institutional managers disclose their votes on executive pay (say-on-pay, say-on-frequency and golden parachutes), and Form 8-K Item 5.07, in which the company reports its own meeting results. Shares outstanding are taken from AMERICAN WELL CORP.’s 10-Q dated March 31, 2024. This page is a static snapshot rebuilt weekly on October 14, 2026; a live search always shows the current data.

At AMERICAN WELL CORP.'s shareholder meeting held June 18, 2024, in the 2023-2024 proxy season, 145 asset managers reported how they voted on 6 ballot items in their SEC Form N-PX filings, covering 826 separate fund positions. On the most widely held item on that ballot — To approve, on an advisory basis, the compensation paid to the Company's named executive… — AMERICAN WELL CORP.'s filing reports the proposal as approved, with 98% support of the votes cast (FOR divided by FOR plus WITHHELD, because this ballot offered only for and withhold; abstentions, broker non-votes and unvoted shares are excluded because none of them took a side). Source: AMERICAN WELL CORP.'s Form 8-K, Item 5.07, filed with the U.S. Securities and Exchange Commission on June 24, 2024.

AMERICAN WELL CORP. proxy season coverage: 2023-2024 (this page).

Download data (CSV): ballot items · votes by manager · column guide.