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Compiled from SEC Form N-PX filings and Cerence Inc.’s Form 8-K, filed February 18, 2026 (Item 5.07 on EDGAR). Page generated October 18, 2026.
Meeting of February 12, 2026: 8 items on Cerence Inc.’s Form 8-K, filed February 18, 2026: 8 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
Explore Cerence Inc. in the interactive database Compare manager voting policies
These tallies are Cerence Inc.’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K, filed February 18, 2026 (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 |
|---|---|---|---|---|---|---|---|---|
| Elect Director: Kristi Ann Matus | 21,914,823 | 259,099 | 49,027 | -- | 10,669,339 | 99% | Not verified | — |
| Elect Director: Brian Krzanich | 22,060,035 | 129,212 | 33,702 | -- | 10,669,339 | 99.4% | Not verified | — |
| Elect Director: Marianne Budnik | 21,134,155 | 1,048,307 | 40,487 | -- | 10,669,339 | 95% | Not verified | — |
| Elect Director: Douglas Davis | 22,040,245 | 134,904 | 47,800 | -- | 10,669,339 | 99.3% | Not verified | — |
| Elect Director: Marion Harris | 22,059,610 | 134,215 | 29,124 | -- | 10,669,339 | 99.3% | Not verified | — |
| Elect Director: Marcy Klevorn | 22,062,609 | 119,397 | 40,943 | -- | 10,669,339 | 99.4% | Not verified | — |
| 2. To approve, on a non-binding advisory basis, the compensation of the Company's named executive officers | 16,307,363 | 4,815,899 | 1,099,687 | -- | 10,669,339 | 77% | Not verified | — |
| 3. To ratify the appointment of BDO USA PC as the Company's independent registered public accounting firm for the fiscal year ending September 30, 2026 | 32,356,572 | 436,019 | 99,697 | -- | 0 | 99% | Not verified | — |
Source: Cerence Inc., Form 8-K, filed with the SEC on February 18, 2026 — read the filing on EDGAR.
Each item below shows how the 248 asset managers that disclosed a Cerence 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.
Combines 5 wordings of this item as funds reported it.
99.4% Majority: yes · of votes cast
Description as filed by funds: Election of six directors named in the proxy statement, each to serve for a one-year term and until his or her successor has been duly elected and qualified or until his or her earlier death, resignation or removal: Brian Krzanich
Cerence Inc.’s own tally for this item (“Elect Director: Brian Krzanich”): 22,060,035 for, 129,212 against, per its Form 8-K filed February 18, 2026 (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: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 99.4% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
The 59 asset managers below reported 8,612,884 for.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 3,058,992 | 0 | 0 | 0 | For |
| BlackRock | 993,451 | 0 | 0 | 0 | For |
| TIAA | 624,262 | 0 | 0 | 0 | For |
| Global X | 504,241 | 0 | 0 | 0 | For |
| Dimensional | 469,811 | 0 | 0 | 0 | For |
| Federated Hermes | 442,138 | 0 | 0 | 0 | For |
| State Street | 227,496 | 0 | 0 | 0 | For |
| Exchange Place Advisors Trust | 208,400 | 0 | 0 | 0 | For |
| Bridge Builder Trust | 203,476 | 0 | 0 | 0 | For |
| PARADIGM FUNDS | 200,000 | 0 | 0 | 0 | For |
| Fidelity | 177,293 | 0 | 0 | 0 | For |
| MFS | 176,449 | 0 | 0 | 0 | For |
| Pacer Funds Trust | 162,966 | 0 | 0 | 0 | For |
| Goldman Sachs | 125,698 | 0 | 0 | 0 | For |
| Charles Schwab | 125,110 | 0 | 0 | 0 | For |
| Equitable | 112,094 | 0 | 0 | 0 | For |
| Voya | 105,671 | 0 | 0 | 0 | For |
| QUANTITATIVE MASTER SERIES LLC | 70,514 | 0 | 0 | 0 | For |
| Themes ETF Trust | 62,685 | 0 | 0 | 0 | For |
| Lincoln Financial | 60,760 | 0 | 0 | 0 | For |
| American Century | 48,543 | 0 | 0 | 0 | For |
| Capitol Series Trust | 33,385 | 0 | 0 | 0 | For |
| AQR | 32,232 | 0 | 0 | 0 | For |
| Russell Investments | 30,228 | 0 | 0 | 0 | For |
| Putnam | 26,368 | 0 | 0 | 0 | For |
Showing the 25 largest of 59 asset managers. See all 59 in the interactive database.
Combines 5 wordings of this item as funds reported it.
99.3% Majority: yes · of votes cast
Description as filed by funds: Election of six directors named in the proxy statement, each to serve for a one-year term and until his or her successor has been duly elected and qualified or until his or her earlier death, resignation or removal: Douglas Davis
Cerence Inc.’s own tally for this item (“Elect Director: Douglas Davis”): 22,040,245 for, 134,904 against, per its Form 8-K filed February 18, 2026 (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: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 99.3% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
The 59 asset managers below reported 8,611,664 for, 1,220 against.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 3,058,992 | 0 | 0 | 0 | For |
| BlackRock | 993,451 | 0 | 0 | 0 | For |
| TIAA | 624,262 | 0 | 0 | 0 | For |
| Global X | 504,241 | 0 | 0 | 0 | For |
| Dimensional | 469,811 | 0 | 0 | 0 | For |
| Federated Hermes | 442,138 | 0 | 0 | 0 | For |
| State Street | 227,151 | 345 | 0 | 0 | For |
| Exchange Place Advisors Trust | 208,400 | 0 | 0 | 0 | For |
| Bridge Builder Trust | 203,476 | 0 | 0 | 0 | For |
| PARADIGM FUNDS | 200,000 | 0 | 0 | 0 | For |
| Fidelity | 177,293 | 0 | 0 | 0 | For |
| MFS | 176,449 | 0 | 0 | 0 | For |
| Pacer Funds Trust | 162,966 | 0 | 0 | 0 | For |
| Goldman Sachs | 125,698 | 0 | 0 | 0 | For |
| Charles Schwab | 125,110 | 0 | 0 | 0 | For |
| Equitable | 112,094 | 0 | 0 | 0 | For |
| Voya | 105,671 | 0 | 0 | 0 | For |
| QUANTITATIVE MASTER SERIES LLC | 70,514 | 0 | 0 | 0 | For |
| Themes ETF Trust | 62,685 | 0 | 0 | 0 | For |
| Lincoln Financial | 60,760 | 0 | 0 | 0 | For |
| American Century | 48,543 | 0 | 0 | 0 | For |
| Capitol Series Trust | 33,385 | 0 | 0 | 0 | For |
| AQR | 32,232 | 0 | 0 | 0 | For |
| Russell Investments | 30,228 | 0 | 0 | 0 | For |
| Putnam | 26,368 | 0 | 0 | 0 | For |
Showing the 25 largest of 59 asset managers. See all 59 in the interactive database.
Combines 5 wordings of this item as funds reported it.
99% Majority: yes · of votes cast
Description as filed by funds: Election of six directors named in the proxy statement, each to serve for a one-year term and until his or her successor has been duly elected and qualified or until his or her earlier death, resignation or removal: Kristi Ann Matus
Cerence Inc.’s own tally for this item (“Elect Director: Kristi Ann Matus”): 21,914,823 for, 259,099 against, per its Form 8-K filed February 18, 2026 (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: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 99% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
The 59 asset managers below reported 8,607,656 for, 5,228 against.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 3,058,992 | 0 | 0 | 0 | For |
| BlackRock | 993,451 | 0 | 0 | 0 | For |
| TIAA | 624,262 | 0 | 0 | 0 | For |
| Global X | 504,241 | 0 | 0 | 0 | For |
| Dimensional | 469,811 | 0 | 0 | 0 | For |
| Federated Hermes | 442,138 | 0 | 0 | 0 | For |
| State Street | 227,151 | 345 | 0 | 0 | For |
| Exchange Place Advisors Trust | 208,400 | 0 | 0 | 0 | For |
| Bridge Builder Trust | 203,476 | 0 | 0 | 0 | For |
| PARADIGM FUNDS | 200,000 | 0 | 0 | 0 | For |
| Fidelity | 177,293 | 0 | 0 | 0 | For |
| MFS | 176,449 | 0 | 0 | 0 | For |
| Pacer Funds Trust | 162,966 | 0 | 0 | 0 | For |
| Goldman Sachs | 125,698 | 0 | 0 | 0 | For |
| Charles Schwab | 125,110 | 0 | 0 | 0 | For |
| Equitable | 112,094 | 0 | 0 | 0 | For |
| Voya | 105,671 | 0 | 0 | 0 | For |
| QUANTITATIVE MASTER SERIES LLC | 70,514 | 0 | 0 | 0 | For |
| Themes ETF Trust | 62,685 | 0 | 0 | 0 | For |
| Lincoln Financial | 60,760 | 0 | 0 | 0 | For |
| American Century | 48,543 | 0 | 0 | 0 | For |
| Capitol Series Trust | 33,385 | 0 | 0 | 0 | For |
| AQR | 32,232 | 0 | 0 | 0 | For |
| Russell Investments | 30,228 | 0 | 0 | 0 | For |
| Putnam | 26,368 | 0 | 0 | 0 | For |
Showing the 25 largest of 59 asset managers. See all 59 in the interactive database.
Combines 5 wordings of this item as funds reported it.
99.4% Majority: yes · of votes cast
Description as filed by funds: Election of six directors named in the proxy statement, each to serve for a one-year term and until his or her successor has been duly elected and qualified or until his or her earlier death, resignation or removal: Marcy Klevorn
Cerence Inc.’s own tally for this item (“Elect Director: Marcy Klevorn”): 22,062,609 for, 119,397 against, per its Form 8-K filed February 18, 2026 (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: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 99.4% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
The 59 asset managers below reported 8,608,531 for, 4,353 against.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 3,058,992 | 0 | 0 | 0 | For |
| BlackRock | 993,451 | 0 | 0 | 0 | For |
| TIAA | 624,262 | 0 | 0 | 0 | For |
| Global X | 504,241 | 0 | 0 | 0 | For |
| Dimensional | 469,811 | 0 | 0 | 0 | For |
| Federated Hermes | 442,138 | 0 | 0 | 0 | For |
| State Street | 227,151 | 345 | 0 | 0 | For |
| Exchange Place Advisors Trust | 208,400 | 0 | 0 | 0 | For |
| Bridge Builder Trust | 203,476 | 0 | 0 | 0 | For |
| PARADIGM FUNDS | 200,000 | 0 | 0 | 0 | For |
| Fidelity | 177,293 | 0 | 0 | 0 | For |
| MFS | 176,449 | 0 | 0 | 0 | For |
| Pacer Funds Trust | 162,966 | 0 | 0 | 0 | For |
| Goldman Sachs | 125,698 | 0 | 0 | 0 | For |
| Charles Schwab | 125,110 | 0 | 0 | 0 | For |
| Equitable | 112,094 | 0 | 0 | 0 | For |
| Voya | 105,671 | 0 | 0 | 0 | For |
| QUANTITATIVE MASTER SERIES LLC | 70,514 | 0 | 0 | 0 | For |
| Themes ETF Trust | 62,685 | 0 | 0 | 0 | For |
| Lincoln Financial | 60,760 | 0 | 0 | 0 | For |
| American Century | 48,543 | 0 | 0 | 0 | For |
| Capitol Series Trust | 33,385 | 0 | 0 | 0 | For |
| AQR | 32,232 | 0 | 0 | 0 | For |
| Russell Investments | 30,228 | 0 | 0 | 0 | For |
| Putnam | 26,368 | 0 | 0 | 0 | For |
Showing the 25 largest of 59 asset managers. See all 59 in the interactive database.
Combines 5 wordings of this item as funds reported it.
95% Majority: yes · of votes cast
Description as filed by funds: Election of six directors named in the proxy statement, each to serve for a one-year term and until his or her successor has been duly elected and qualified or until his or her earlier death, resignation or removal: Marianne Budnik
Cerence Inc.’s own tally for this item (“Elect Director: Marianne Budnik”): 21,134,155 for, 1,048,307 against, per its Form 8-K filed February 18, 2026 (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: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 95% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
The 59 asset managers below reported 8,115,654 for, 497,230 against.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 3,058,992 | 0 | 0 | 0 | For |
| BlackRock | 993,451 | 0 | 0 | 0 | For |
| TIAA | 624,262 | 0 | 0 | 0 | For |
| Global X | 504,241 | 0 | 0 | 0 | For |
| Dimensional | 0 | 469,811 | 0 | 0 | Against |
| Federated Hermes | 442,138 | 0 | 0 | 0 | For |
| State Street | 227,151 | 345 | 0 | 0 | For |
| Exchange Place Advisors Trust | 208,400 | 0 | 0 | 0 | For |
| Bridge Builder Trust | 203,476 | 0 | 0 | 0 | For |
| PARADIGM FUNDS | 200,000 | 0 | 0 | 0 | For |
| Fidelity | 177,293 | 0 | 0 | 0 | For |
| MFS | 176,449 | 0 | 0 | 0 | For |
| Pacer Funds Trust | 162,966 | 0 | 0 | 0 | For |
| Goldman Sachs | 125,698 | 0 | 0 | 0 | For |
| Charles Schwab | 125,110 | 0 | 0 | 0 | For |
| Equitable | 112,094 | 0 | 0 | 0 | For |
| Voya | 105,671 | 0 | 0 | 0 | For |
| QUANTITATIVE MASTER SERIES LLC | 70,514 | 0 | 0 | 0 | For |
| Themes ETF Trust | 62,685 | 0 | 0 | 0 | For |
| Lincoln Financial | 55,618 | 5,142 | 0 | 0 | Mixed |
| American Century | 48,543 | 0 | 0 | 0 | For |
| Capitol Series Trust | 33,385 | 0 | 0 | 0 | For |
| AQR | 32,232 | 0 | 0 | 0 | For |
| Russell Investments | 30,228 | 0 | 0 | 0 | For |
| Putnam | 26,368 | 0 | 0 | 0 | For |
Showing the 25 largest of 59 asset managers. See all 59 in the interactive database.
Combines 5 wordings of this item as funds reported it.
99.3% Majority: yes · of votes cast
Description as filed by funds: Election of six directors named in the proxy statement, each to serve for a one-year term and until his or her successor has been duly elected and qualified or until his or her earlier death, resignation or removal: Marion Harris
Cerence Inc.’s own tally for this item (“Elect Director: Marion Harris”): 22,059,610 for, 134,215 against, per its Form 8-K filed February 18, 2026 (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: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 99.3% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
The 59 asset managers below reported 8,612,884 for.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 3,058,992 | 0 | 0 | 0 | For |
| BlackRock | 993,451 | 0 | 0 | 0 | For |
| TIAA | 624,262 | 0 | 0 | 0 | For |
| Global X | 504,241 | 0 | 0 | 0 | For |
| Dimensional | 469,811 | 0 | 0 | 0 | For |
| Federated Hermes | 442,138 | 0 | 0 | 0 | For |
| State Street | 227,496 | 0 | 0 | 0 | For |
| Exchange Place Advisors Trust | 208,400 | 0 | 0 | 0 | For |
| Bridge Builder Trust | 203,476 | 0 | 0 | 0 | For |
| PARADIGM FUNDS | 200,000 | 0 | 0 | 0 | For |
| Fidelity | 177,293 | 0 | 0 | 0 | For |
| MFS | 176,449 | 0 | 0 | 0 | For |
| Pacer Funds Trust | 162,966 | 0 | 0 | 0 | For |
| Goldman Sachs | 125,698 | 0 | 0 | 0 | For |
| Charles Schwab | 125,110 | 0 | 0 | 0 | For |
| Equitable | 112,094 | 0 | 0 | 0 | For |
| Voya | 105,671 | 0 | 0 | 0 | For |
| QUANTITATIVE MASTER SERIES LLC | 70,514 | 0 | 0 | 0 | For |
| Themes ETF Trust | 62,685 | 0 | 0 | 0 | For |
| Lincoln Financial | 60,760 | 0 | 0 | 0 | For |
| American Century | 48,543 | 0 | 0 | 0 | For |
| Capitol Series Trust | 33,385 | 0 | 0 | 0 | For |
| AQR | 32,232 | 0 | 0 | 0 | For |
| Russell Investments | 30,228 | 0 | 0 | 0 | For |
| Putnam | 26,368 | 0 | 0 | 0 | For |
Showing the 25 largest of 59 asset managers. See all 59 in the interactive database.
Combines 6 wordings of this item as funds reported it.
77% Majority: yes · of votes cast
Description as filed by funds: Approval, on a non-binding, advisory basis, of the compensation of the Company's named executive officers, as disclosed in the proxy statement.
Cerence Inc.’s own tally for this item (“2. To approve, on a non-binding advisory basis, the compensation of the Company's named executive officers”): 16,307,363 for, 4,815,899 against, per its Form 8-K filed February 18, 2026 (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: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 77% 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).
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 3,058,992 | 0 | 0 | 0 | For |
| BlackRock | 993,451 | 0 | 0 | 0 | For |
| TIAA | 0 | 624,262 | 0 | 0 | Against |
| Global X | 504,241 | 0 | 0 | 0 | For |
| Dimensional | 0 | 469,811 | 0 | 0 | Against |
| Federated Hermes | 442,138 | 0 | 0 | 0 | For |
| State Street | 227,147 | 349 | 0 | 0 | For |
| Exchange Place Advisors Trust | 208,400 | 0 | 0 | 0 | For |
| Bridge Builder Trust | 203,476 | 0 | 0 | 0 | For |
| PARADIGM FUNDS | 200,000 | 0 | 0 | 0 | For |
| Fidelity | 177,293 | 0 | 0 | 0 | For |
| MFS | 176,449 | 0 | 0 | 0 | For |
| Pacer Funds Trust | 162,966 | 0 | 0 | 0 | For |
| Goldman Sachs | 125,698 | 0 | 0 | 0 | For |
| Charles Schwab | 125,110 | 0 | 0 | 0 | For |
| Equitable | 69,744 | 42,350 | 0 | 0 | Mixed |
| Voya | 0 | 105,671 | 0 | 0 | Against |
| QUANTITATIVE MASTER SERIES LLC | 70,514 | 0 | 0 | 0 | For |
| Themes ETF Trust | 0 | 62,685 | 0 | 0 | Against |
| Lincoln Financial | 29,600 | 31,160 | 0 | 0 | Mixed |
| American Century | 0 | 48,543 | 0 | 0 | Against |
| Capitol Series Trust | 0 | 33,385 | 0 | 0 | Against |
| AQR | 0 | 32,232 | 0 | 0 | Against |
| Russell Investments | 30,228 | 0 | 0 | 0 | For |
| Putnam | 26,368 | 0 | 0 | 0 | For |
Fund voting reports, all 58 managers: 7,013,421 for, 1,599,462 against. Showing the 25 largest; see all in the interactive database.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| PARADIGM CAPITAL MANAGEMENT INC/NY | 1,592,806 | 0 | 0 | 0 | For |
| AMERICAN CAPITAL MANAGEMENT INC | 1,431,827 | 0 | 0 | 0 | For |
| BlackRock | 1,005,864 | 31,818 | 0 | 0 | For |
| State Street | 996,678 | 4,127 | 0 | 0 | For |
| No Street GP LP | 0 | 0 | 994,968 | 0 | Abstain |
| One Fin Capital Management LP | 720,000 | 0 | 0 | 0 | For |
| Nuveen | 0 | 627,138 | 0 | 0 | Against |
| MARSHALL WACE, LLP | 536,327 | 0 | 0 | 0 | For |
| Federated Hermes | 468,986 | 0 | 0 | 0 | For |
| Goldman Sachs | 451,919 | 0 | 0 | 0 | For |
| Connor, Clark & Lunn Investment Management Ltd. | 0 | 424,571 | 0 | 0 | Against |
| Vanguard | 299,632 | 9,594 | 0 | 0 | For |
| ALGERT GLOBAL LLC | 287,142 | 0 | 0 | 0 | For |
| MASSACHUSETTS FINANCIAL SERVICES CO /MA/ | 238,957 | 0 | 0 | 0 | For |
| Two Sigma | 0 | 228,982 | 0 | 0 | Against |
| Point72 | 0 | 196,461 | 0 | 0 | Against |
| GEODE CAPITAL MANAGEMENT, LLC | 195,966 | 0 | 0 | 0 | For |
| Northern Trust | 181,896 | 1,535 | 0 | 0 | For |
| Voya | 0 | 157,995 | 0 | 0 | Against |
| Newton Investment Management North America, LLC | 0 | 151,307 | 0 | 0 | Against |
| MACKENZIE FINANCIAL CORP | 145,157 | 0 | 0 | 0 | For |
| MELLON INVESTMENTS Corp | 140,550 | 266 | 0 | 0 | For |
| Dimensional | 0 | 138,318 | 0 | 0 | Against |
| Charles Schwab | 125,420 | 0 | 0 | 0 | For |
| ACADIAN ASSET MANAGEMENT LLC | 0 | 111,456 | 0 | 0 | Against |
Institutional-manager reports, all 209 managers: 9,430,566 for, 2,786,089 against, 994,968 abstained, 4,292 not voted. Showing the 25 largest; see all in the interactive database.
Combines 2 wordings of this item as funds reported it.
99% Majority: yes · of votes cast
Description as filed by funds: RATIFICATION OF THE APPOINTMENT OF BDO USA PC AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING SEPTEMBER 30, 2026.
Cerence Inc.’s own tally for this item (“3. To ratify the appointment of BDO USA PC as the Company's independent registered public accounting firm for the fiscal year ending September 30, 2026”): 32,356,572 for, 436,019 against, per its Form 8-K filed February 18, 2026 (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: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 99% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
The 59 asset managers below reported 8,610,553 for, 2,331 against.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 3,058,992 | 0 | 0 | 0 | For |
| BlackRock | 993,451 | 0 | 0 | 0 | For |
| TIAA | 624,262 | 0 | 0 | 0 | For |
| Global X | 504,241 | 0 | 0 | 0 | For |
| Dimensional | 469,811 | 0 | 0 | 0 | For |
| Federated Hermes | 442,138 | 0 | 0 | 0 | For |
| State Street | 227,496 | 0 | 0 | 0 | For |
| Exchange Place Advisors Trust | 208,400 | 0 | 0 | 0 | For |
| Bridge Builder Trust | 203,476 | 0 | 0 | 0 | For |
| PARADIGM FUNDS | 200,000 | 0 | 0 | 0 | For |
| Fidelity | 177,293 | 0 | 0 | 0 | For |
| MFS | 176,449 | 0 | 0 | 0 | For |
| Pacer Funds Trust | 162,966 | 0 | 0 | 0 | For |
| Goldman Sachs | 125,698 | 0 | 0 | 0 | For |
| Charles Schwab | 125,110 | 0 | 0 | 0 | For |
| Equitable | 112,094 | 0 | 0 | 0 | For |
| Voya | 105,671 | 0 | 0 | 0 | For |
| QUANTITATIVE MASTER SERIES LLC | 70,514 | 0 | 0 | 0 | For |
| Themes ETF Trust | 62,685 | 0 | 0 | 0 | For |
| Lincoln Financial | 60,760 | 0 | 0 | 0 | For |
| American Century | 48,543 | 0 | 0 | 0 | For |
| Capitol Series Trust | 33,385 | 0 | 0 | 0 | For |
| AQR | 32,232 | 0 | 0 | 0 | For |
| Russell Investments | 30,228 | 0 | 0 | 0 | For |
| Putnam | 26,368 | 0 | 0 | 0 | For |
Showing the 25 largest of 59 asset managers. See all 59 in the interactive database.
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 45,016,000 shares outstanding at the time of that meeting.
| # | Asset manager | % of shares outstanding |
|---|---|---|
| 1 | Vanguard | 6.80% |
| 2 | BlackRock | 2.21% |
| 3 | TIAA | 1.39% |
| 4 | Global X | 1.12% |
| 5 | Dimensional | 1.04% |
| 6 | Federated Hermes | 0.98% |
| 7 | State Street | 0.51% |
| 8 | Exchange Place Advisors Trust | 0.46% |
| 9 | Bridge Builder Trust | 0.45% |
| 10 | PARADIGM FUNDS | 0.44% |
| # | Asset manager | % of shares outstanding |
|---|---|---|
| 1 | PARADIGM CAPITAL MANAGEMENT INC/NY | 3.54% |
| 2 | AMERICAN CAPITAL MANAGEMENT INC | 3.18% |
| 3 | BlackRock | 2.31% |
| 4 | State Street | 2.22% |
| 5 | No Street GP LP | 2.21% |
| 6 | One Fin Capital Management LP | 1.60% |
| 7 | Nuveen | 1.39% |
| 8 | MARSHALL WACE, LLP | 1.19% |
| 9 | Federated Hermes | 1.04% |
| 10 | Goldman Sachs | 1.00% |
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 |
|---|---|---|
| BlackRock | 9.26% | 13F |
| Vanguard Group | 7.44% | 13F |
| American Capital Management Inc. | 6.62% | DEF14A |
| PARADIGM CAPITAL MANAGEMENT INC/NY | 5.57% | 13G |
| State Street | 3.01% | 13F |
| Dimensional Fund Advisors | 3.01% | 13F |
| Two Sigma | 2.58% | 13F |
| Goldman Sachs | 2.42% | 13F |
| AQR Capital | 1.98% | 13F |
| Morgan Stanley | 1.61% | 13F |
Percentages above are of 45,016,000 shares outstanding, as reported by Cerence Inc. on its Form 10-Q dated December 31, 2025 (see the filing on EDGAR). This is the count contemporaneous with the 2025-2026 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 Cerence Inc.’s 10-Q dated December 31, 2025. This page is a static snapshot rebuilt weekly on October 18, 2026; a live search always shows the current data.
At Cerence Inc.'s shareholder meeting held February 12, 2026, in the 2025-2026 proxy season, 248 asset managers reported how they voted on 8 ballot items in their SEC Form N-PX filings, covering 1,604 separate fund positions. On the most widely held item on that ballot — Approval, on a non-binding, advisory basis, of the compensation of the Company's named… — FOR was 77% of the votes cast (FOR divided by FOR plus AGAINST, the conventional basis for proxy support; abstentions, broker non-votes and unvoted shares are excluded because none of them took a side), which is more than half. Whether the item was approved is for the filing to say; that statement has not been read for this item. Source: Cerence Inc.'s Form 8-K, Item 5.07, filed with the U.S. Securities and Exchange Commission on February 18, 2026.
Cerence Inc. proxy season coverage: 2023-2024 · 2024-2025 · 2025-2026 (this page).
Download data (CSV): ballot items · votes by manager · column guide.