AXONICS INC. 2023-2024 Proxy Voting Records

Description as filed by funds: To adopt the Agreement and Plan of Merger, dated January 8, 2024 (such agreement, as it may be amended, modified or supplemented from time to time, the "Merger Agreement"), by and among Axonics, Inc., a Delaware corporation ("Axonics"), Boston Scientific Corporation, a Delaware corporation ("Boston Scientific"), and Sadie Merger Sub, Inc., a Delaware corporation ("Merger Sub"). Upon the terms and subject to the conditions of the Merger Agreement, Boston Scientific will acquire Axonics via a merger of Merger Sub with and into Axonics, with the separate corporate existence of Merger Sub thereupon ceasing and Axonics continuing as the surviving company and a wholly owned subsidiary of Boston Scientific.

AXONICS INC.’s own tally for this item (“1. Adoption of the Merger Agreement”): 40,322,592 for, 4,303 against — passed, per its Form 8-K filed March 25, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “The final voting results for each of the proposals submitted to a vote of the Company's stockholders at the Special Meeting are as follows: Proposal 1 – Adoption of the Merger Agreement : The stockholders of the Company adopted the Agreement and Plan of Merger, dated January 8, 2024 (such agreement…”
Support: 99.9% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 87 asset managers below reported 18,381,138 for, 35,940 abstained.

Showing the 25 largest of 87 asset managers. See all 87 in the interactive database.

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

AXONICS INC.’s own tally for this item (“3. Adjournment of the Special Meeting, if necessary or appropriate”): 38,955,031 for, 1,194,365 against — passed, per its Form 8-K filed March 25, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Proposal 3 - Adjournment of the Special Meeting, if necessary or appropriate : The stockholders of the Company approved a proposal to adjourn the Special Meeting to a later date or dates, if necessary or appropriate, including to solicit additional proxies to approve the proposal to adopt the Merge…”
Support: 97% 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 85 managers: 18,217,656 for, 155,612 against, 42,871 abstained. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports, all 1 managers: 486,500 against.

Description as filed by funds: To approve on an advisory (non- binding) basis, the compensation that may be paid or become payable to Axonics' named executive officers that is based on or otherwise relates to the Merger Agreement and the transactions contemplated by the Merger Agreement.

AXONICS INC.’s own tally for this item (“2. Non-binding Advisory Vote on Compensation of Named Executive Officers”): 35,133,272 for, 4,291,341 against — passed, per its Form 8-K filed March 25, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Proposal 2 – Non-binding Advisory Vote on Compensation of Named Executive Officers : The stockholders of the Company approved, on an advisory (non-binding) basis, the compensation that may be paid or become payable to the Company's named executive officers identified in the Proxy Statement that is …”
Support: 89% 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 85 managers: 16,013,597 for, 2,363,037 against, 39,505 abstained. Showing the 25 largest; see all in the interactive database.

No total is shown for the institutional-manager reports: their sum exceeds the total votes cast at the meeting. Showing the 25 largest; see all in the interactive database.

The 4 asset managers below reported 108,932 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.