CLOUDFLARE INC. 2023-2024 Proxy Voting Records

Description as filed by funds: Election of Class II Directors: Katrin Suder

CLOUDFLARE INC.’s own tally for this item (“Elect Director: Katrin Suder”): 546,306,482 for, 54,453,532 withheld, per its Form 8-K filed June 6, 2024 (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: Elected, in the filing’s own words: “The following nominees were each elected as a Class II director to serve until the Company's 2027 annual meeting of stockholders or until his or her successor is duly elected and qualified.”
Support: 91% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 122 asset managers below reported 88,262,297 for, 17,626,711 withheld, 307,419 abstained.

Showing the 25 largest of 122 asset managers. See all 122 in the interactive database.

Description as filed by funds: Election of Class II Directors: Maria Eitel

CLOUDFLARE INC.’s own tally for this item (“Elect Director: Maria Eitel”): 520,872,273 for, 79,887,741 withheld, per its Form 8-K filed June 6, 2024 (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: Elected, in the filing’s own words: “The following nominees were each elected as a Class II director to serve until the Company's 2027 annual meeting of stockholders or until his or her successor is duly elected and qualified.”
Support: 87% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 122 asset managers below reported 79,783,046 for, 25,854,517 withheld, 558,234 abstained.

Showing the 25 largest of 122 asset managers. See all 122 in the interactive database.

Description as filed by funds: Election of Class II Directors: Matthew Prince

CLOUDFLARE INC.’s own tally for this item (“Elect Director: Matthew Prince”): 590,000,388 for, 10,759,626 withheld, per its Form 8-K filed June 6, 2024 (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: Elected, in the filing’s own words: “The following nominees were each elected as a Class II director to serve until the Company's 2027 annual meeting of stockholders or until his or her successor is duly elected and qualified.”
Support: 98% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 121 asset managers below reported 105,478,791 for, 641,545 withheld, 69,591 abstained.

Showing the 25 largest of 121 asset managers. See all 121 in the interactive database.

Description as filed by funds: Approval, on an advisory basis, of the compensation of our named executive officers.

CLOUDFLARE INC.’s own tally for this item (“3. Advisory Vote to Approve the Compensation of Named Executive Officers”): 488,130,560 for, 112,046,640 against — passed, per its Form 8-K filed June 6, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “The stockholders approved, on an advisory non-binding basis, the compensation of the Company's named executive officers, as disclosed in the 2024 Proxy Statement.”
Support: 81% 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 125 managers: 55,174,373 for, 51,058,211 against, 900 abstained. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports, all 510 managers: 72,374,176 for, 87,686,286 against, 752 withheld, 7,973 abstained, 80,636 not voted, 143 unknown. Showing the 25 largest; see all in the interactive database.

Description as filed by funds: Ratification of the appointment of KPMG LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2024.

CLOUDFLARE INC.’s own tally for this item (“2. Ratification of the Appointment of Independent Registered Public Accounting Firm”): 638,869,535 for, 1,846,874 against — passed, per its Form 8-K filed June 6, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “The appointment of KPMG LLP as the Company's independent registered public accounting firm for the Company's fiscal year ending December 31, 2024 was ratified.”
Support: 99.7% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 129 asset managers below reported 105,322,509 for, 900,215 against, 10,900 abstained.

Showing the 25 largest of 129 asset managers. See all 129 in the interactive database.