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Compiled from SEC Form N-PX filings and FRANCHISE GROUP INC.’s Form 8-K, filed August 21, 2023 (Item 5.07 on EDGAR). Page generated October 14, 2026.
Meeting of August 17, 2023: 4 items on FRANCHISE GROUP INC.’s Form 8-K, filed August 21, 2023: 2 approved · 2 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
Proxy season: 2023-2024
Explore FRANCHISE GROUP INC. in the interactive database Compare manager voting policies
These tallies are FRANCHISE GROUP INC.’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K, filed August 21, 2023 (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 |
|---|---|---|---|---|---|---|---|---|
| Merger Agreement Proposal | 26,878,386 | 487,706 | 15,273 | -- | -- | 98% | Approved | a supermajority of the shares outstanding |
| Merger Agreement Proposal, excluding the Affiliated Shares: | 12,873,456 | 487,706 | 15,273 | -- | -- | 96% | Not verified | — |
| 2. Adjournment Proposal. One or more proposals to adjourn the Special Meeting to a later date or dates if necessary or appropriate, including adjournment to solicit additional proxies if there were insufficient votes at the time of the Special Meeting to appro | 26,398,465 | 973,519 | 9,381,000 | -- | -- | 96% | Not verified | — |
| 3. Merger-Related Compensation Proposal. A proposal to approve, by nonbinding, advisory vote, certain compensation arrangements for the Company's named executive officers in connection with the Merger | 25,539,590 | 1,739,202 | 102,573 | -- | -- | 94% | Approved | — |
Source: FRANCHISE GROUP INC., Form 8-K, filed with the SEC on August 21, 2023 — read the filing on EDGAR.
Each item below shows how the 163 asset managers that disclosed a FRANCHISE GROUP 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. These are reported items, not a count of the ballot: fund filings describe one ballot item in different words. Two descriptions are shown as one item only on evidence — the same text (or one cut short of the other), the same director nominee, or a match to the same row of FRANCHISE GROUP INC.’s own Form 8-K tally — never because they merely read alike. A description that could not be joined that way is listed on its own, so one ballot item can appear more than once.
Combines 6 wordings of this item as funds reported it.
98% Approved · of votes cast
Description as filed by funds: To adopt the Agreement and Plan of Merger, dated as May 10, 2023 (as it may be amended from time to time, the "Merger Agreement"), by and among Freedom VCM, Inc., a Delaware corporation ("Parent"), Freedom VCM Subco, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent ("Merger Sub"), and Franchise Group, Inc. (the "Company"), pursuant to which, among other things, Merger Sub will merge with and into the Company (the "Merger"), with the Company surviving the Merger as a wholly-owned subsidiary of Parent (such proposal, the "Merger Agreement Proposal").
FRANCHISE GROUP INC.’s own tally for this item (“Merger Agreement Proposal”): 26,878,386 for, 487,706 against — passed, per its Form 8-K filed August 21, 2023 (Item 5.07).
Reported outcome: Approved, in the filing’s own words: “Each of the three proposals was approved by the requisite vote of the Company's stockholders.”
Support: 98% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
Voting standard, as the filing states it: a supermajority of the shares outstanding (“77.82% of the outstanding”).
The 56 asset managers below reported 1,854,027 for, 2,930 abstained.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Dimensional | 310,043 | 0 | 0 | 0 | For |
| Vanguard | 286,541 | 0 | 0 | 0 | For |
| Royce | 279,291 | 0 | 0 | 0 | For |
| BlackRock | 171,816 | 0 | 0 | 0 | For |
| State Street | 129,830 | 0 | 0 | 0 | For |
| Calamos | 72,187 | 0 | 0 | 0 | For |
| TIAA | 63,303 | 0 | 0 | 0 | For |
| Franklin Alternative Strategies Funds | 52,864 | 0 | 0 | 0 | For |
| Charles Schwab | 52,305 | 0 | 0 | 0 | For |
| New York Life | 51,473 | 0 | 0 | 0 | For |
| AltShares Trust | 44,406 | 0 | 0 | 0 | For |
| WisdomTree | 40,521 | 0 | 0 | 0 | For |
| QUANTITATIVE MASTER SERIES LLC | 39,171 | 0 | 0 | 0 | For |
| Nushares ETF Trust | 28,670 | 0 | 0 | 0 | For |
| Gabelli | 26,600 | 0 | 0 | 0 | For |
| Lincoln Financial | 24,880 | 0 | 0 | 0 | For |
| Fidelity | 16,374 | 0 | 0 | 0 | For |
| Investment Managers Series Trust II | 14,700 | 0 | 0 | 0 | For |
| ProShares | 12,489 | 0 | 0 | 0 | For |
| Northern Trust | 12,172 | 0 | 0 | 0 | For |
| Equitable | 8,745 | 0 | 2,930 | 0 | Mixed |
| AIG/SunAmerica | 10,362 | 0 | 0 | 0 | For |
| Direxion Shares ETF Trust | 10,258 | 0 | 0 | 0 | For |
| GDL FUND | 9,600 | 0 | 0 | 0 | For |
| Pacific Life | 8,550 | 0 | 0 | 0 | For |
Showing the 25 largest of 56 asset managers. See all 56 in the interactive database.
Combines 4 wordings of this item as funds reported it.
91% of fund votes cast · no official result
Description as filed by funds: To adjourn the special meeting to a later date or dates if necessary or appropriate, including adjournments to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the Merger Agreement Proposal (such proposal, the "Adjournment Proposal").
The 56 asset managers below reported 1,694,980 for, 159,047 against, 2,930 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.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Dimensional | 310,043 | 0 | 0 | 0 | For |
| Vanguard | 286,541 | 0 | 0 | 0 | For |
| Royce | 279,291 | 0 | 0 | 0 | For |
| BlackRock | 171,816 | 0 | 0 | 0 | For |
| State Street | 0 | 129,830 | 0 | 0 | Against |
| Calamos | 72,187 | 0 | 0 | 0 | For |
| TIAA | 63,303 | 0 | 0 | 0 | For |
| Franklin Alternative Strategies Funds | 52,864 | 0 | 0 | 0 | For |
| Charles Schwab | 52,305 | 0 | 0 | 0 | For |
| New York Life | 51,473 | 0 | 0 | 0 | For |
| AltShares Trust | 44,406 | 0 | 0 | 0 | For |
| WisdomTree | 40,521 | 0 | 0 | 0 | For |
| QUANTITATIVE MASTER SERIES LLC | 39,171 | 0 | 0 | 0 | For |
| Nushares ETF Trust | 28,670 | 0 | 0 | 0 | For |
| Gabelli | 26,600 | 0 | 0 | 0 | For |
| Lincoln Financial | 3,280 | 21,600 | 0 | 0 | Mixed |
| Fidelity | 16,374 | 0 | 0 | 0 | For |
| Investment Managers Series Trust II | 14,700 | 0 | 0 | 0 | For |
| ProShares | 12,489 | 0 | 0 | 0 | For |
| Northern Trust | 12,172 | 0 | 0 | 0 | For |
| Equitable | 8,745 | 0 | 2,930 | 0 | Mixed |
| AIG/SunAmerica | 10,362 | 0 | 0 | 0 | For |
| Direxion Shares ETF Trust | 10,258 | 0 | 0 | 0 | For |
| GDL FUND | 9,600 | 0 | 0 | 0 | For |
| Pacific Life | 8,550 | 0 | 0 | 0 | For |
Showing the 25 largest of 56 asset managers. See all 56 in the interactive database.
Combines 14 wordings of this item as funds reported it.
94% Approved · of votes cast
Description as filed by funds: To approve, by nonbinding, advisory vote, certain compensation arrangements for the Company's named executive officers in connection with the Merger (such proposal, the "Merger-Related Compensation Proposal").
FRANCHISE GROUP INC.’s own tally for this item (“3. Merger-Related Compensation Proposal. A proposal to approve, by nonbinding, advisory vote, certain compensation arrangements for the Company's named executive officers in connection with the Merger”): 25,539,590 for, 1,739,202 against — passed, per its Form 8-K filed August 21, 2023 (Item 5.07).
Reported outcome: Approved, in the filing’s own words: “Proposal 3: Merger-Related Compensation Proposal. A proposal to approve, by nonbinding, advisory vote, certain compensation arrangements for the Company's named executive officers in connection with the Merger”
Support: 94% 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 |
|---|---|---|---|---|---|
| Dimensional | 310,043 | 0 | 0 | 0 | For |
| Vanguard | 286,541 | 0 | 0 | 0 | For |
| Royce | 279,291 | 0 | 0 | 0 | For |
| BlackRock | 171,816 | 0 | 0 | 0 | For |
| State Street | 129,830 | 0 | 0 | 0 | For |
| Calamos | 72,187 | 0 | 0 | 0 | For |
| TIAA | 0 | 63,303 | 0 | 0 | Against |
| Franklin Alternative Strategies Funds | 52,864 | 0 | 0 | 0 | For |
| Charles Schwab | 52,305 | 0 | 0 | 0 | For |
| New York Life | 51,473 | 0 | 0 | 0 | For |
| AltShares Trust | 44,406 | 0 | 0 | 0 | For |
| WisdomTree | 40,521 | 0 | 0 | 0 | For |
| QUANTITATIVE MASTER SERIES LLC | 39,171 | 0 | 0 | 0 | For |
| Nushares ETF Trust | 0 | 28,670 | 0 | 0 | Against |
| Gabelli | 26,600 | 0 | 0 | 0 | For |
| Lincoln Financial | 24,880 | 0 | 0 | 0 | For |
| Fidelity | 16,374 | 0 | 0 | 0 | For |
| Investment Managers Series Trust II | 0 | 14,700 | 0 | 0 | Against |
| ProShares | 12,489 | 0 | 0 | 0 | For |
| Northern Trust | 12,172 | 0 | 0 | 0 | For |
| Equitable | 8,745 | 2,930 | 0 | 0 | Mixed |
| AIG/SunAmerica | 10,362 | 0 | 0 | 0 | For |
| Direxion Shares ETF Trust | 10,258 | 0 | 0 | 0 | For |
| GDL FUND | 9,600 | 0 | 0 | 0 | For |
| Pacific Life | 8,550 | 0 | 0 | 0 | For |
Fund voting reports, all 55 managers: 1,736,752 for, 115,675 against, 3,654 abstained. Showing the 25 largest; see all in the interactive database.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Pentwater Capital Management LP | 1,624,626 | 0 | 0 | 0 | For |
| GLAZER CAPITAL, LLC | 1,128,716 | 0 | 0 | 0 | For |
| Magnetar Financial LLC | 831,065 | 0 | 0 | 0 | For |
| AMERICAN FINANCIAL GROUP INC | 686,115 | 0 | 0 | 0 | For |
| State Street | 470,718 | 0 | 0 | 0 | For |
| BlackRock | 419,532 | 0 | 0 | 0 | For |
| BARDIN HILL MANAGEMENT PARTNERS LP | 214,205 | 0 | 0 | 0 | For |
| MARSHALL WACE, LLP | 212,812 | 0 | 0 | 0 | For |
| EHP Funds Inc. | 110,000 | 0 | 0 | 0 | For |
| Woodline Partners LP | 98,140 | 0 | 0 | 0 | For |
| Gabelli | 94,200 | 0 | 0 | 0 | For |
| Nuveen | 0 | 93,261 | 0 | 0 | Against |
| AllianceBernstein | 0 | 82,739 | 0 | 0 | Against |
| Dimensional | 63,968 | 0 | 0 | 0 | For |
| Charles Schwab | 52,305 | 0 | 0 | 0 | For |
| Olympiad Research LP | 52,356 | 0 | 0 | 0 | For |
| WATER ISLAND CAPITAL LLC | 44,406 | 0 | 0 | 0 | For |
| GARDNER LEWIS ASSET MANAGEMENT L P | 44,235 | 0 | 0 | 0 | For |
| MELLON INVESTMENTS Corp | 34,192 | 0 | 0 | 0 | For |
| Black Maple Capital Management LP | 31,586 | 0 | 0 | 0 | For |
| Citadel | 30,126 | 0 | 0 | 0 | For |
| Janney Montgomery Scott LLC | 28,577 | 0 | 0 | 0 | For |
| BANK OF AMERICA NA | 26,321 | 0 | 0 | 0 | For |
| Goldman Sachs | 23,847 | 0 | 0 | 0 | For |
| Alpine Global Management, LLC | 20,944 | 0 | 0 | 0 | For |
Institutional-manager reports, all 117 managers: 6,633,942 for, 215,024 against, 3,654 abstained, 165 not voted, 3 unknown. Showing the 25 largest; see all in the interactive database.
100% Fund and manager reports combined; may count the same shares twice · no official result
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.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| TIMOTHY PLAN | 3,995 | 0 | 0 | 0 | For |
Fund voting reports, all 1 managers: 3,995 for.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Desjardins Global Asset Management Inc. | 698 | 0 | 0 | 0 | For |
| JPMorgan | 585 | 0 | 0 | 0 | For |
| TD ASSET MANAGEMENT INC | 5 | 0 | 0 | 0 | For |
Institutional-manager reports, all 3 managers: 1,288 for.
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 35,191,461 shares outstanding at the time of that meeting.
| # | Asset manager | % of shares outstanding |
|---|---|---|
| 1 | Dimensional | 0.88% |
| 2 | Vanguard | 0.81% |
| 3 | Royce | 0.79% |
| 4 | BlackRock | 0.49% |
| 5 | State Street | 0.37% |
| 6 | Calamos | 0.21% |
| 7 | TIAA | 0.18% |
| 8 | Franklin Alternative Strategies Funds | 0.15% |
| 9 | Charles Schwab | 0.15% |
| 10 | New York Life | 0.15% |
| # | Asset manager | % of shares outstanding |
|---|---|---|
| 1 | Pentwater Capital Management LP | 4.62% |
| 2 | GLAZER CAPITAL, LLC | 3.21% |
| 3 | Magnetar Financial LLC | 2.36% |
| 4 | AMERICAN FINANCIAL GROUP INC | 1.95% |
| 5 | State Street | 1.34% |
| 6 | BlackRock | 1.19% |
| 7 | BARDIN HILL MANAGEMENT PARTNERS LP | 0.61% |
| 8 | MARSHALL WACE, LLP | 0.60% |
| 9 | EHP Funds Inc. | 0.31% |
| 10 | Woodline Partners LP | 0.28% |
Percentages above are of 35,191,461 shares outstanding, as reported by FRANCHISE GROUP INC. on its Form 10-Q dated August 3, 2023 (see the filing on EDGAR). This is the count contemporaneous with the 2023-2024 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 FRANCHISE GROUP INC.’s 10-Q dated August 3, 2023. This page is a static snapshot rebuilt weekly on October 14, 2026; a live search always shows the current data.
At FRANCHISE GROUP INC.'s shareholder meeting held August 17, 2023, in the 2023-2024 proxy season, 163 asset managers reported how they voted in their SEC Form N-PX filings, covering 649 separate fund positions. Their filings are grouped here into 4 reported items; because filers word the same ballot item differently, that can be more than the number of items on the ballot. On the most widely held item on that ballot — To approve, by nonbinding, advisory vote, certain compensation arrangements for the Company's… — FRANCHISE GROUP INC.'s filing reports the proposal as approved, with 94% support 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). Source: FRANCHISE GROUP INC.'s Form 8-K, Item 5.07, filed with the U.S. Securities and Exchange Commission on August 21, 2023.
FRANCHISE GROUP INC. proxy season coverage: 2023-2024 (this page).
Download data (CSV): ballot items · votes by manager · column guide.