CIRCOR INTERNATIONAL INC. 2023-2024 Proxy Voting Records

Description as filed by funds: To consider and vote on the proposal to adopt the Agreement and Plan of Merger, dated June 5, 2023 (as amended on June 26, 2023 by Amendment No. 1 to Agreement and Plan of Merger, as further amended on June 29, 2023 by Amendment No. 2 to Agreement and Plan of Merger, and as may be further amended, modified or supplemented from time to time, the "Merger Agreement"), by and among CIRCOR International, Inc. ("CIRCOR"), Cube BidCo, Inc. ("Parent"), and Cube Merger Sub, Inc., a wholly owned subsidiary of Parent ("Merger Sub"). Upon the terms and subject to the conditions of the Merger Agreement, Merger Sub will merge with and into CIRCOR, with CIRCOR continuing as the surviving corporation and a wholly owned subsidiary of Parent;

CIRCOR INTERNATIONAL INC.’s own tally for this item (“1. Proposal to adopt the Agreement and Plan of Merger, dated June 5, 2023 (as amended on June 26, 2023 by Amendment No”): 16,901,512 for, 4,855 against, per its Form 8-K filed August 24, 2023 (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: 99.9% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 72 asset managers below reported 8,836,052 for, 18,879 abstained.

Showing the 25 largest of 72 asset managers. See all 72 in the interactive database.

Description as filed by funds: TO CONSIDER AND VOTE ON ANY 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 MERGER AGREEMENT IF THERE ARE INSUFFICIENT VOTES TO ADOPT THE MERGER AGREEMENT AT THE TIME OF THE SPECIAL MEETING.

CIRCOR INTERNATIONAL INC.’s own tally for this item (“3. 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 Merger Agreement if there are insufficient vo”): 15,801,669 for, 1,099,164 against — passed, per its Form 8-K filed August 24, 2023 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Set forth below are the voting results for the Adjournment Proposal, which was approved by the Company's stockholders:”
Support: 93% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 73 asset managers below reported 8,142,515 for, 710,721 against, 18,879 abstained.

Showing the 25 largest of 73 asset managers. See all 73 in the interactive database.

Description as filed by funds: To consider and vote on the proposal to approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to CIRCOR's named executive officers that is based on or otherwise relates to the Merger Agreement and the transactions contemplated by the Merger Agreement;

CIRCOR INTERNATIONAL INC.’s own tally for this item (“2. Proposal to approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to CIRCOR's named executive officers that is based on or otherwise related to the Merger Agreement and the tra”): 16,251,459 for, 536,162 against — passed, per its Form 8-K filed August 24, 2023 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Set forth below are the voting results for the Compensation Proposal, which was approved by the Company's stockholders on a non-binding, advisory basis:”
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 72 managers: 8,652,843 for, 173,340 against, 28,748 abstained. Showing the 25 largest; see all in the interactive database.

No total is shown for the institutional-manager reports: their sum exceeds the company's reported shares outstanding. 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 1 managers: 17,184 for.

Institutional-manager reports, all 3 managers: 52,179 for.