Home › Companies › CARROLS RESTAURANT GROUP INC. › 2023-2024
Compiled from SEC Form N-PX filings and CARROLS RESTAURANT GROUP INC.’s Form 8-K, filed May 15, 2024 (Item 5.07 on EDGAR). Page generated November 1, 2026.
Meeting of May 14, 2024: 3 items on CARROLS RESTAURANT GROUP INC.’s Form 8-K, filed May 15, 2024: 3 without a stated outcome.
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 CARROLS RESTAURANT GROUP INC. in the interactive database Compare manager voting policies
These tallies are CARROLS RESTAURANT GROUP INC.’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K, filed May 15, 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.
| Ballot item | For | Against | Abstain | Withheld | Broker non-votes | Support (of votes cast) | Reported outcome | Voting standard |
|---|---|---|---|---|---|---|---|---|
| 1. Merger Proposal Majority Vote | 49,011,315 | 89,698 | 85,178 | -- | -- | 99.8% | Not verified | — |
| Unaffiliated Company Stockholder Vote: | 37,488,714 | 89,698 | 85,178 | -- | -- | 99.7% | Not verified | — |
| 2. Compensation Proposal | 41,304,231 | 7,365,845 | 516,115 | -- | -- | 85% | Not verified | — |
Source: CARROLS RESTAURANT GROUP INC., Form 8-K, filed with the SEC on May 15, 2024 — read the filing on EDGAR.
Each item below shows how the 156 asset managers that disclosed a CARROLS RESTAURANT GROUP INC. 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. These are reported items, not a count of the ballot: fund filings describe one ballot item in different words. Two descriptions are shown as one item only on evidence — the same text (or one cut short of the other), the same director nominee, or a match to the same row of CARROLS RESTAURANT GROUP INC.’s own Form 8-K tally — never because they merely read alike. A description that could not be joined that way is listed on its own, so one ballot item can appear more than once.
Combines 2 wordings of this item as funds reported it.
100% of fund votes cast · no official result
Description as filed by funds: To approve the adoption of the Agreement and Plan of Merger, dated as of January 16, 2024, by and among Restaurant Brands International Inc., BK Cheshire Corp. and Carrols Restaurant Group, Inc. (as it may be amended from time to time, the "Merger Agreement").
The 48 asset managers below reported 9,220,757 for, 22,220 abstained. 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.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 1,741,835 | 0 | 0 | 0 | For |
| BlackRock | 1,338,211 | 0 | 0 | 0 | For |
| Investment Managers Series Trust II | 1,041,516 | 0 | 0 | 0 | For |
| Dimensional | 925,450 | 0 | 0 | 0 | For |
| Gabelli | 866,428 | 0 | 0 | 0 | For |
| Fidelity | 690,958 | 0 | 0 | 0 | For |
| Equitable | 459,266 | 0 | 22,220 | 0 | For |
| GDL FUND | 310,000 | 0 | 0 | 0 | For |
| TIAA | 250,361 | 0 | 0 | 0 | For |
| WisdomTree | 223,693 | 0 | 0 | 0 | For |
| Invesco | 213,948 | 0 | 0 | 0 | For |
| SEI | 180,538 | 0 | 0 | 0 | For |
| BRIDGEWAY FUNDS INC | 125,000 | 0 | 0 | 0 | For |
| Charles Schwab | 96,483 | 0 | 0 | 0 | For |
| Russell Investments | 95,306 | 0 | 0 | 0 | For |
| Guggenheim | 76,181 | 0 | 0 | 0 | For |
| QUANTITATIVE MASTER SERIES LLC | 63,560 | 0 | 0 | 0 | For |
| Putnam | 58,583 | 0 | 0 | 0 | For |
| Lincoln Financial | 57,958 | 0 | 0 | 0 | For |
| Legg Mason | 45,000 | 0 | 0 | 0 | For |
| American Century | 44,232 | 0 | 0 | 0 | For |
| Dunham Funds | 44,057 | 0 | 0 | 0 | For |
| Goldman Sachs | 33,880 | 0 | 0 | 0 | For |
| Principal Exchange-Traded Funds | 28,392 | 0 | 0 | 0 | For |
| Neuberger Berman | 23,279 | 0 | 0 | 0 | For |
Showing the 25 largest of 48 asset managers. See all 48 in the interactive database.
100% of fund votes cast · no official result
Description as filed by funds: To approve the adoption of the Agreement and Plan of Merger Agreement''), dated as of January 16, 2024, among Restaurant Brands International Inc. (''Parent''), BK Cheshire Corp. and Carrols Restaurant Group Inc. (as it may be amended fro time to time, the "Merger Agreement").
The 12 asset managers below reported 869,681 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.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| NEXPOINT FUNDS I | 516,970 | 0 | 0 | 0 | For |
| AltShares Trust | 118,806 | 0 | 0 | 0 | For |
| Northern Lights Fund Trust IV | 92,430 | 0 | 0 | 0 | For |
| LOCORR INVESTMENT TRUST | 41,507 | 0 | 0 | 0 | For |
| Investment Managers Series Trust II | 37,300 | 0 | 0 | 0 | For |
| Jackson National | 17,648 | 0 | 0 | 0 | For |
| John Hancock | 14,915 | 0 | 0 | 0 | For |
| Bridge Builder Trust | 14,173 | 0 | 0 | 0 | For |
| GPS Funds I | 8,377 | 0 | 0 | 0 | For |
| Allianz | 5,984 | 0 | 0 | 0 | For |
| NORTHERN LIGHTS FUND TRUST II | 1,490 | 0 | 0 | 0 | For |
| TRUST FOR PROFESSIONAL MANAGERS | 81 | 0 | 0 | 0 | For |
Combines 3 wordings of this item as funds reported it.
66% Fund and manager reports combined; may count the same shares twice · no official result
Description as filed by funds: To approve, on an advisory (non- binding) basis, the compensation that will or may become payable by Carrols to its named executive officers in connection with the merger of BK Cheshire Corp. with and into Carrols Restaurant Group, Inc.
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.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 1,741,835 | 0 | 0 | 0 | For |
| BlackRock | 1,338,211 | 0 | 0 | 0 | For |
| Investment Managers Series Trust II | 1,041,516 | 37,300 | 0 | 0 | For |
| Dimensional | 0 | 925,450 | 0 | 0 | Against |
| Gabelli | 866,428 | 0 | 0 | 0 | For |
| Fidelity | 690,958 | 0 | 0 | 0 | For |
| NEXPOINT FUNDS I | 0 | 516,970 | 0 | 0 | Against |
| Equitable | 459,266 | 22,220 | 0 | 0 | For |
| GDL FUND | 310,000 | 0 | 0 | 0 | For |
| TIAA | 0 | 250,361 | 0 | 0 | Against |
| WisdomTree | 223,693 | 0 | 0 | 0 | For |
| Invesco | 213,948 | 0 | 0 | 0 | For |
| SEI | 0 | 180,538 | 0 | 0 | Against |
| BRIDGEWAY FUNDS INC | 125,000 | 0 | 0 | 0 | For |
| AltShares Trust | 118,806 | 0 | 0 | 0 | For |
| Charles Schwab | 0 | 96,483 | 0 | 0 | Against |
| Russell Investments | 0 | 95,306 | 0 | 0 | Against |
| Northern Lights Fund Trust IV | 92,430 | 0 | 0 | 0 | For |
| Guggenheim | 76,181 | 0 | 0 | 0 | For |
| QUANTITATIVE MASTER SERIES LLC | 63,560 | 0 | 0 | 0 | For |
| Putnam | 58,583 | 0 | 0 | 0 | For |
| Lincoln Financial | 48,707 | 9,251 | 0 | 0 | Mixed |
| Legg Mason | 45,000 | 0 | 0 | 0 | For |
| American Century | 44,232 | 0 | 0 | 0 | For |
| Dunham Funds | 44,057 | 0 | 0 | 0 | For |
Fund voting reports, all 61 managers: 7,883,909 for, 2,219,471 against, 12,684 abstained. Showing the 25 largest; see all in the interactive database.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Man Group plc | 0 | 2,908,420 | 0 | 0 | Against |
| Fidelity | 1,013 | 2,295,385 | 0 | 0 | Against |
| Charles Schwab | 0 | 96,483 | 0 | 0 | Against |
| Putnam | 1,134,700 | 0 | 0 | 0 | For |
| Gabelli | 1,054,776 | 0 | 0 | 0 | For |
| BlackRock | 1,007,822 | 7,677 | 0 | 0 | For |
| GLAZER CAPITAL, LLC | 974,647 | 0 | 0 | 0 | For |
| GEODE CAPITAL MANAGEMENT, LLC | 726,638 | 0 | 0 | 0 | For |
| State Street | 660,630 | 0 | 0 | 0 | For |
| Renaissance | 659,593 | 0 | 0 | 0 | For |
| Beryl Capital Management LLC | 495,771 | 0 | 0 | 0 | For |
| ARROWSTREET CAPITAL, LIMITED PARTNERSHIP | 469,547 | 0 | 0 | 0 | For |
| Two Sigma | 377,308 | 0 | 0 | 0 | For |
| Northern Trust | 1,685 | 278,846 | 0 | 0 | Against |
| Nuveen | 0 | 254,684 | 0 | 0 | Against |
| Invesco | 229,621 | 0 | 0 | 0 | For |
| Dimensional | 0 | 226,225 | 0 | 0 | Against |
| Millrace Asset Group, Inc. | 200,373 | 0 | 0 | 0 | For |
| BALYASNY ASSET MANAGEMENT L.P. | 0 | 188,009 | 0 | 0 | Against |
| SEI | 0 | 180,888 | 0 | 0 | Against |
| Cerity Partners LLC | 50,340 | 108,517 | 0 | 0 | Mixed |
| Goldman Sachs | 139,298 | 0 | 0 | 0 | For |
| MELLON INVESTMENTS Corp | 138,321 | 0 | 0 | 0 | For |
| BRIDGEWAY CAPITAL MANAGEMENT, LLC | 125,000 | 0 | 0 | 0 | For |
| WATER ISLAND CAPITAL LLC | 118,806 | 0 | 0 | 0 | For |
Institutional-manager reports, all 106 managers: 9,509,883 for, 6,769,897 against, 74,674 abstained, 1,454,146 not voted. Showing the 25 largest; see all in the interactive database.
95% of fund votes cast · no official result
The 4 asset managers below reported 254,259 for, 13,647 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.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Manatuck Hill Partners, LLC | 251,338 | 0 | 0 | 0 | For |
| JPMorgan | 0 | 13,647 | 0 | 0 | Against |
| Two Roads Shared Trust | 2,279 | 0 | 0 | 0 | For |
| TD ASSET MANAGEMENT INC | 642 | 0 | 0 | 0 | For |
100% of fund votes cast · no official result
Description as filed by funds: To approve, on an advisory (non-binding) basis, the compensation that will or may become payable by Carrols to its named executive officers in connection with the merger of BK Cheshire Corp. with and into Carrols Reasturant Group, Inc.
The 2 asset managers below reported 448 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.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Orion Porfolio Solutions, LLC | 224 | 0 | 0 | 0 | For |
| Orion Portfolio Solutions, LLC | 224 | 0 | 0 | 0 | For |
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 52,621,276 shares outstanding at the time of that meeting.
| # | Asset manager | % of shares outstanding |
|---|---|---|
| 1 | Vanguard | 3.31% |
| 2 | BlackRock | 2.54% |
| 3 | Investment Managers Series Trust II | 2.05% |
| 4 | Dimensional | 1.76% |
| 5 | Gabelli | 1.65% |
| 6 | Fidelity | 1.31% |
| 7 | NEXPOINT FUNDS I | 0.98% |
| 8 | Equitable | 0.92% |
| 9 | GDL FUND | 0.59% |
| 10 | TIAA | 0.48% |
| # | Asset manager | % of shares outstanding |
|---|---|---|
| 1 | Man Group plc | 5.53% |
| 2 | Fidelity | 4.36% |
| 3 | Charles Schwab | 2.95% |
| 4 | Putnam | 2.16% |
| 5 | Gabelli | 2.00% |
| 6 | BlackRock | 1.93% |
| 7 | GLAZER CAPITAL, LLC | 1.85% |
| 8 | GEODE CAPITAL MANAGEMENT, LLC | 1.38% |
| 9 | State Street | 1.26% |
| 10 | Renaissance | 1.25% |
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.
| Holder | % outstanding | Disclosure |
|---|---|---|
| Matthew Perelman | 28.69% | DEF14A |
| Alexander Sloane | 28.44% | DEF14A |
| Cambridge Franchise Holdings, LLC | 28.15% | DEF14A |
| Restaurant Brands International Inc. | 17.89% | DEF14A |
| Daniel T. Accordino | 4.77% | DEF14A |
| Dimensional Fund Advisors | 2.65% | 13F |
| Renaissance Technologies | 2.31% | 13F |
| Geode Capital | 1.40% | 13F |
| State Street | 1.38% | 13F |
| Anthony E. Hull | 1.34% | DEF14A |
Percentages above are of 52,621,276 shares outstanding, as reported by CARROLS RESTAURANT GROUP INC. on its Form 10-Q dated May 3, 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.
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 CARROLS RESTAURANT GROUP INC.’s 10-Q dated May 3, 2024. This page is a static snapshot rebuilt weekly on November 1, 2026; a live search always shows the current data.
At CARROLS RESTAURANT GROUP INC.'s shareholder meeting held May 14, 2024, in the 2023-2024 proxy season, 156 asset managers reported how they voted in their SEC Form N-PX filings, covering 453 separate fund positions. Their filings are grouped here into 5 reported items; because filers word the same ballot item differently, that can be more than the number of items on the ballot. CARROLS RESTAURANT GROUP INC.'s own Form 8-K tally for this meeting is published below, but no row in it could be matched to the most widely held item, so this page states no certified outcome for that item. On that item — To approve, on an advisory (non- binding) basis, the compensation that will or may become… — the reporting funds and managers cast 66% of the shares they voted in favour (FOR divided by FOR plus AGAINST plus WITHHELD; abstained and unvoted shares are excluded because neither took a side). Fund and manager reports are combined in it and may count the same shares twice: it adds fund reports to institutional-manager reports, which can cover the same shares. It is not the company's certified result.
CARROLS RESTAURANT GROUP INC. proxy season coverage: 2023-2024 (this page).
Download data (CSV): ballot items · votes by manager · column guide.