Cloudflare, Inc. 2025-2026 Proxy Voting Records

Description as filed by funds: Election of Class I directors: Karim Lakhani

Cloudflare, Inc.’s own tally for this item (“Elect Director: Karim Lakhani”): 466,502,593 for, 119,131,213 withheld, per its Form 8-K filed June 30, 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: Elected, in the filing’s own words: “The following nominees were each elected as a Class I director to serve until the Company's 2029 annual meeting of stockholders or until his or her successor is duly elected and qualified.”
Support: 80% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 162 asset managers below reported 69,007,427 for, 54,984,917 withheld, 1,824,493 abstained, 507 not voted.

Showing the 25 largest of 162 asset managers. See all 162 in the interactive database.

Description as filed by funds: Election of Class I directors: Michelle Zatlyn

Cloudflare, Inc.’s own tally for this item (“Elect Director: Michelle Zatlyn”): 568,227,358 for, 17,406,448 withheld, per its Form 8-K filed June 30, 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: Elected, in the filing’s own words: “The following nominees were each elected as a Class I director to serve until the Company's 2029 annual meeting of stockholders or until his or her successor is duly elected and qualified.”
Support: 97% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 162 asset managers below reported 124,746,483 for, 1,048,216 withheld, 20,192 abstained, 507 not voted.

Showing the 25 largest of 162 asset managers. See all 162 in the interactive database.

Description as filed by funds: Election of Class I directors: Scott Sandell

Cloudflare, Inc.’s own tally for this item (“Elect Director: Scott Sandell”): 529,020,167 for, 56,613,639 withheld, per its Form 8-K filed June 30, 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: Elected, in the filing’s own words: “The following nominees were each elected as a Class I director to serve until the Company's 2029 annual meeting of stockholders or until his or her successor is duly elected and qualified.”
Support: 90% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 162 asset managers below reported 112,082,199 for, 5,004,114 withheld, 8,730,524 abstained, 507 not voted.

Showing the 25 largest of 162 asset managers. See all 162 in the interactive database.

Description as filed by funds: Approval and adoption of an amendment and restatement of our amended and restated certificate of incorporation: Approval and adoption of amendments to establish the Class C common stock.

The 129 asset managers below reported 13,376,175 for, 102,075,927 against, 275,361 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.

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

Description as filed by funds: 4D. Approval and adoption of an amendment and restatement of our amended and restated certificate of incorporation. Approval and adoption of amendments to implement a stock split in which (i)each share of Class A common stock would become one share of Class A common stock and one share of Class C common stock; and (ii) each share of Class B common stock would become one share of Class B common stock and one share of Class C common stock.

The 45 asset managers below reported 2,414,867 for, 11,352,526 against, 184,663 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.

Showing the 25 largest of 45 asset managers. See all 45 in the interactive database.

Description as filed by funds: 4E. Approval and adoption of an amendment and restatement of our amended and restated certificate of incorporation. Approval and adoption of amendments to provide for the equal treatment of shares of Class A common stock, Class B common stock, and Class C common stock in connection with dividends and distributions, certain transactions, and upon our liquidation, dissolution, or winding up.

The 45 asset managers below reported 4,190,111 for, 9,577,282 against, 184,663 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.

Showing the 25 largest of 45 asset managers. See all 45 in the interactive database.

Description as filed by funds: 4F. Approval and adoption of an amendment and restatement of our amended and restated certificate of incorporation. Approval and adoption of amendments to require the approval of a majority of the independent directors then in office for any acquisition in which we would issue shares of Class C common stock as consideration for such acquisition with a fair market value in excess of $100,000,000.

The 45 asset managers below reported 4,190,111 for, 9,577,282 against, 184,663 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.

Showing the 25 largest of 45 asset managers. See all 45 in the interactive database.

Description as filed by funds: 4B. Approval and adoption of amendments to increase the number of authorized shares of Class A common stock from 2,250,000,000 to 4,500,000,000.

Cloudflare, Inc.’s own tally for this item (“The stockholders approved the amendments to the Company's amended and restated certificate of incorporation to increase the number of authorized shares of Class A Common Stock from 2,250,000,000 to 4,500,000,000. The res”): 388,797,473 for, 194,113,160 against — passed, per its Form 8-K filed June 30, 2026 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “The stockholders approved the amendments to the Company's amended and restated certificate of incorporation to increase the number of authorized shares of Class A Common Stock from 2,250,000,000 to 4,500,000,000.”
Support: 67% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Also reported under other wordings, matched to the same row of Cloudflare, Inc.’s official tally and shown with their own fund figures; their managers are not in the figures or the table on this card: “Authorize a New Class of Common Stock” (4 managers, Fund and manager reports combined; may count the same shares twice; no share total shown).

The 129 asset managers below reported 16,078,321 for, 95,863,769 against, 90,748 abstained, 507 not voted.

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

Description as filed by funds: 4C. Approval and adoption of amendments to increase the number of authorized shares of preferred stock from 225,000,000 to 450,000,000.

Cloudflare, Inc.’s own tally for this item (“The stockholders approved the amendments to the Company's amended and restated certificate of incorporation to increase the number of authorized shares of preferred stock from 225,000,000 to 450,000,000. The results of s”): 386,747,387 for, 196,165,702 against — passed, per its Form 8-K filed June 30, 2026 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “The stockholders approved the amendments to the Company's amended and restated certificate of incorporation to increase the number of authorized shares of preferred stock from 225,000,000 to 450,000,000.”
Support: 66% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 128 asset managers below reported 15,394,955 for, 96,526,256 against, 90,748 abstained, 507 not voted.

Showing the 25 largest of 128 asset managers. See all 128 in the interactive database.

Description as filed by funds: 4F. Approval and adoption of amendments to require the approval of a majority of the independent directors then in office for any acquisition in which we would issue shares of Class C common stock as consideration for such acquisition with a fair market value in excess of $100,000,000.

Cloudflare, Inc.’s own tally for this item (“The stockholders approved the amendments to the Current Certificate to require the approval of a majority of the Independent Directors then in office for any acquisition in which the Company would propose to issue shares”): 389,151,530 for, 193,726,819 against — passed, per its Form 8-K filed June 30, 2026 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “The stockholders approved the amendments to the Current Certificate to require the approval of a majority of the Independent Directors then in office for any acquisition in which the Company would propose to issue shares of Class C common stock as consideration for such acquisition with a fair mark…”
Support: 67% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 122 asset managers below reported 15,338,592 for, 96,314,435 against, 95,921 abstained, 507 not voted.

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

Description as filed by funds: 4D. Approval and adoption of amendments to implement a stock split in which (i) each share of Class A common stock would become one share of Class A common stock and one share of Class C common stock; and (ii) each share of Class B common stock would become one share of Class B common stock and one share of Class C common stock.

The 120 asset managers below reported 13,300,926 for, 98,348,713 against, 95,921 abstained, 507 not voted. 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.

Showing the 25 largest of 120 asset managers. See all 120 in the interactive database.

Description as filed by funds: 4B. Approval and adoption of an amendment and restatement of our amended and restated certificate of incorporation. Approval and adoption of amendments to increase the number of authorized shares of Class A common stock from 2,250,000,000 to 4,500,000,000.

The 45 asset managers below reported 3,658,453 for, 10,108,940 against, 184,663 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.

Showing the 25 largest of 45 asset managers. See all 45 in the interactive database.

Description as filed by funds: 4C. Approval and adoption of an amendment and restatement of our amended and restated certificate of incorporation. Approval and adoption of amendments to increase the number of authorized shares of preferred stock from 225,000,000 to 450,000,000.

The 45 asset managers below reported 3,648,187 for, 10,119,206 against, 184,663 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.

Showing the 25 largest of 45 asset managers. See all 45 in the interactive database.

The 43 asset managers below reported 2,310,970 for, 7,656,435 against, 5,223 abstained, 507 not voted. 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.

Showing the 25 largest of 43 asset managers. See all 43 in the interactive database.

Description as filed by funds: Amend Current Certificate to Implement Class C Split

Cloudflare, Inc.’s own tally for this item (“The stockholders approved the amendments to the Company's amended and restated certificate of incorporation to implement the Class C Split. The results of such vote were:”): 382,365,089 for, 200,521,452 against — passed, per its Form 8-K filed June 30, 2026 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “The stockholders approved the amendments to the Company's amended and restated certificate of incorporation to implement the Class C Split.”
Support: 66% 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 3 managers: 135,526 for, 5,467 against.

Institutional-manager reports, all 1 managers: 37,220 against.

Description as filed by funds: 4E. Approval and adoption of amendments to provide for the equal treatment of shares of Class A common stock, Class B common stock, and Class C common stock in connection with dividends and distributions, certain transactions, and upon our liquidation, dissolution, or winding up.

Cloudflare, Inc.’s own tally for this item (“The stockholders approved the amendments to the Current Certificate to provide for the equal treatment of shares of Class A Common Stock, Class B Common Stock, and Class C common stock in connection with dividends and di”): 388,499,421 for, 194,390,489 against — passed, per its Form 8-K filed June 30, 2026 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “The stockholders approved the amendments to the Current Certificate to provide for the equal treatment of shares of Class A Common Stock, Class B Common Stock, and Class C common stock in connection with dividends and distributions, certain transactions, and upon the Company's liquidation, dissolut…”
Support: 67% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 126 asset managers below reported 15,474,115 for, 96,441,820 against, 95,921 abstained, 507 not voted.

Showing the 25 largest of 126 asset managers. See all 126 in the interactive database.

Description as filed by funds: Approval of one or more adjournments of the meeting, if necessary to solicit additional proxies in favor of the proposals presented at the meeting.

Cloudflare, Inc.’s own tally for this item (“7. Approval of One or More Adjournments of the Annual Meeting”): 406,791,018 for, 208,020,795 against — passed, per its Form 8-K filed June 30, 2026 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “The stockholders approved one or more adjournments of the Annual Meeting, if necessary, to solicit additional proxies in favor of the proposals presented at the Annual Meeting.”
Support: 66% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 162 asset managers below reported 19,418,317 for, 106,276,614 against, 5,174 abstained, 507 not voted.

Showing the 25 largest of 162 asset managers. See all 162 in the interactive database.

Description as filed by funds: Approval of the amendment and restatement of our Amended and Restated 2019 Employee Stock Purchase Plan.

Cloudflare, Inc.’s own tally for this item (“6. Approval of the Amendment and Restatement of the Company's Amended and Restated 2019 Employee Stock Purchase Plan”): 419,342,453 for, 166,193,708 against — passed, per its Form 8-K filed June 30, 2026 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “The stockholders approved the amendment and restatement of the Company's Amended and Restated 2019 Employee Stock Purchase Plan.”
Support: 72% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Also reported under other wordings, matched to the same row of Cloudflare, Inc.’s official tally and shown with their own fund figures; their managers are not in the figures or the table on this card: “Amend Omnibus Stock Plan” (7 managers, Fund and manager reports combined; may count the same shares twice; no share total shown).

The 175 asset managers below reported 43,648,631 for, 82,378,491 against, 1 abstained, 507 not voted.

Showing the 25 largest of 175 asset managers. See all 175 in the interactive database.

Description as filed by funds: Approval of the amendment and restatement of our 2019 Equity Incentive Plan.

Cloudflare, Inc.’s own tally for this item (“5. Approval of the Amendment and Restatement of the Company's 2019 Equity Incentive Plan”): 363,236,265 for, 212,379,054 against — passed, per its Form 8-K filed June 30, 2026 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “The stockholders approved the amendment and restatement of the Company's 2019 Equity Incentive Plan.”
Support: 63% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 170 asset managers below reported 9,006,181 for, 115,590,802 against, 1,445,836 abstained, 507 not voted.

Showing the 25 largest of 170 asset managers. See all 170 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”): 445,922,069 for, 139,565,439 against — passed, per its Form 8-K filed June 30, 2026 (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 2026 Proxy Statement.”
Support: 76% 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 164 managers: 58,446,874 for, 67,410,773 against, 5,174 abstained, 527 not voted. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports, all 779 managers: 66,508,319 for, 115,403,694 against, 64,340 abstained, 70,068 not voted, 6,798 mixed, 1,739 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, 2026.

Cloudflare, Inc.’s own tally for this item (“2. Ratification of the Appointment of Independent Registered Public Accounting Firm”): 607,370,076 for, 6,894,441 against — passed, per its Form 8-K filed June 30, 2026 (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, 2026 was ratified.”
Support: 99% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 165 asset managers below reported 125,773,857 for, 121 against, 10,927 abstained, 507 not voted.

Showing the 25 largest of 165 asset managers. See all 165 in the interactive database.