CHICO'S FAS INC. 2023-2024 Proxy Voting Records

Description as filed by funds: Proposal 1 - Proposal to adopt the Agreement and Plan of Merger, dated as of September 27, 2023, by and among Daphne Parent LLC ("Parent"), Daphne Merger Sub, Inc., a direct, wholly owned subsidiary of Parent ("Merger Sub"), and Chico's FAS, Inc., pursuant to which Merger Sub will merge with and into Chico's FAS, Inc. (the "Merger"), with Chico's FAS, Inc. surviving the Merger and becoming a wholly owned subsidiary of Parent, and to approve e the Merger;

CHICO'S FAS INC.’s own tally for this item (“1. Proposal to adopt the Agreement and Plan of Merger, dated as of September 27, 2023, by and among Daphne Parent LLC ("Parent"), Daphne Merger Sub, Inc., a direct, wholly owned subsidiary of Parent ("Merger Sub"), and t”): 102,806,533 for, 1,208,261 against — passed, per its Form 8-K filed January 5, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “This proposal was approved by the Company's shareholders at the Special Meeting.”
Support: 99% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 80 asset managers below reported 59,434,852 for, 59,410 abstained.

Showing the 25 largest of 80 asset managers. See all 80 in the interactive database.

The 2 asset managers below reported 94,950 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: Proposal 3 - Proposal to approve an adjournment of the Special Meeting, from time to time, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve Proposal 1 or in the absence of a quorum.

CHICO'S FAS INC.’s own tally for this item (“3. Proposal to approve an adjournment of the Special Meeting, from time to time, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to ”): 94,671,182 for, 9,257,079 against — passed, per its Form 8-K filed January 5, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “This proposal was approved by the Company's shareholders at the Special Meeting.”
Support: 91% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 79 asset managers below reported 54,342,464 for, 5,092,383 against, 59,410 abstained.

Showing the 25 largest of 79 asset managers. See all 79 in the interactive database.

The 2 asset managers below reported 94,950 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: Proposal 2 - Non-binding, advisory proposal to approve compensation that will or may become payable by Chico's FAS, Inc. to its named executive officers in connection with the Merger; and

CHICO'S FAS INC.’s own tally for this item (“2. Non-binding, advisory proposal to approve compensation that will or may become payable by the Company to its named executive officers in connection with the Merger”): 99,231,403 for, 4,376,925 against — passed, per its Form 8-K filed January 5, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “This proposal was approved by the Company's shareholders at the Special Meeting.”
Support: 96% 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 78 managers: 59,251,443 for, 169,022 against, 73,571 abstained. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports, all 170 managers: 42,508,338 for, 994,797 against, 125,341 abstained, 45,050 not voted. Showing the 25 largest; see all in the interactive database.

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 2 managers: 94,950 for.

Institutional-manager reports, all 4 managers: 1,069,203 for.