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GMS INC. 2023-2024 Proxy Voting Records

Compiled from SEC Form N-PX filings and GMS INC.’s Form 8-K, filed October 20, 2023 (Item 5.07 on EDGAR). Page generated October 14, 2026.

12Reported items
314Asset managers
4,946Fund votes
October 18, 2023Meeting date

Results at a glance

Meeting of October 18, 2023: 11 items on GMS INC.’s Form 8-K, filed October 20, 2023: 2 approved · 9 without a stated outcome.

Material dissent

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 2024-2025

Explore GMS INC. in the interactive database Compare manager voting policies

Official 2023-2024 meeting results reported by GMS INC.

These tallies are GMS INC.’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K, filed October 20, 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.

GMS INC. — official shareholder meeting results, meeting held October 18, 2023
Ballot item	For	Against	Abstain	Withheld	Broker non-votes	Support (of votes cast)	Reported outcome	Voting standard
Elect Director: Lisa M. Bachmann	35,885,575	--	--	428,416	1,929,669	99%	Not verified	—
Elect Director: Peter C. Browning	35,291,547	--	--	1,022,444	1,929,669	97%	Not verified	—
Elect Director: John J. Gavin	35,147,452	--	--	1,166,539	1,929,669	97%	Not verified	—
Elect Director: Theron I. Gilliam	35,338,294	--	--	975,697	1,929,669	97%	Not verified	—
Elect Director: Mitchell B. Lewis	35,883,189	--	--	430,802	1,929,669	99%	Not verified	—
Elect Director: Teri P. McClure	32,969,692	--	--	3,344,299	1,929,669	91%	Not verified	—
Elect Director: Randolph W. Melville	35,890,568	--	--	423,423	1,929,669	99%	Not verified	—
Elect Director: J. David Smith	35,202,532	--	--	1,111,459	1,929,669	97%	Not verified	—
Elect Director: John C. Turner, Jr.	36,296,461	--	--	17,530	1,929,669	99.9%	Not verified	—
2. The ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending April 30, 2024	38,226,808	11,216	5,636	--	0	99.9%	Approved	—
3. The approval, on an advisory basis, of the compensation of the Company's named executive officers, as described in the Company's Proxy Statement	35,628,115	677,201	8,675	--	1,929,669	98%	Approved	—

Source: GMS INC., Form 8-K, filed with the SEC on October 20, 2023 — read the filing on EDGAR.

How asset managers voted at the GMS INC. 2023-2024 meeting

Each item below shows how the 314 asset managers that disclosed a GMS 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 GMS 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.

1. Elect Director: J. David Smith

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 4 wordings of this item as funds reported it.

97% Majority: yes · of votes cast

FOR 97%

FOR: 35,202,532WITHHELD: 1,111,459

Details: description as filed, official tally, votes by 105 asset managers

Description as filed by funds: Election of Directors: J. David Smith

GMS INC.’s own tally for this item (“Elect Director: J. David Smith”): 35,202,532 for, 1,111,459 withheld, per its Form 8-K filed October 20, 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: 97% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 105 asset managers below reported 21,764,128 for, 126,660 withheld, 7,731 abstained, 33,276 not voted, 977 unknown.

FOR

FOR: 21,764,128ABSTAIN: 7,731WITHHOLD: 126,660NOT VOTED: 33,276UNKNOWN: 977

Largest asset managers voting on “Election of Directors: J. David Smith” at GMS INC., 2023-2024
Asset manager	For	Withheld	Vote
Vanguard	5,298,652	0	For
BlackRock	5,057,181	0	For
Dimensional	2,241,796	0	For
Fidelity	1,405,503	0	For
American Century	1,385,299	0	For
Federated Hermes	862,783	0	For
Pacer Funds Trust	687,648	0	For
State Street	686,935	0	For
Charles Schwab	535,404	0	For
Invesco	304,260	0	For
JPMorgan	246,428	0	For
TIAA	240,785	0	For
Jackson National	227,901	0	For
Columbia Threadneedle	160,903	0	For
Capital Group	141,633	0	For
Prudential/PGIM	139,222	0	For
AMG Funds IV	127,350	0	For
Equitable	113,034	0	For
MFS	98,092	0	For
Managed Portfolio Series	95,562	0	For
Northern Trust	0	93,727	Withhold
AMERICAN BEACON FUNDS	82,310	0	For
Lincoln Financial	78,344	0	For
BNY Mellon	77,858	0	For
Voya	76,569	0	For

Showing the 25 largest of 105 asset managers. See all 105 in the interactive database.

2. Elect Director: John C. Turner, Jr.

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 5 wordings of this item as funds reported it.

99.9% Majority: yes · of votes cast

FOR 99.9%

FOR: 36,296,461WITHHELD: 17,530

Details: description as filed, official tally, votes by 105 asset managers

Description as filed by funds: Election of Directors: John C. Turner, Jr.

GMS INC.’s own tally for this item (“Elect Director: John C. Turner, Jr.”): 36,296,461 for, 17,530 withheld, per its Form 8-K filed October 20, 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 + WITHHELD); abstentions and broker non-votes are excluded.

The 105 asset managers below reported 21,896,019 for, 2,500 withheld, 33,276 not voted, 977 unknown.

FOR

FOR: 21,896,019WITHHOLD: 2,500NOT VOTED: 33,276UNKNOWN: 977

Largest asset managers voting on “Election of Directors: John C. Turner, Jr.” at GMS INC., 2023-2024
Asset manager	For	Vote
Vanguard	5,298,652	For
BlackRock	5,057,181	For
Dimensional	2,241,796	For
Fidelity	1,405,503	For
American Century	1,385,299	For
Federated Hermes	862,783	For
Pacer Funds Trust	687,648	For
State Street	686,935	For
Charles Schwab	535,404	For
Invesco	304,260	For
JPMorgan	246,428	For
TIAA	240,785	For
Jackson National	227,901	For
Columbia Threadneedle	160,903	For
Capital Group	141,633	For
Prudential/PGIM	139,222	For
AMG Funds IV	127,350	For
Equitable	113,034	For
MFS	98,092	For
Managed Portfolio Series	95,562	For
Northern Trust	93,727	For
AMERICAN BEACON FUNDS	82,310	For
Lincoln Financial	78,344	For
BNY Mellon	77,858	For
Voya	76,569	For

Showing the 25 largest of 105 asset managers. See all 105 in the interactive database.

3. Elect Director: John J. Gavin

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 4 wordings of this item as funds reported it.

97% Majority: yes · of votes cast

FOR 97%

FOR: 35,147,452WITHHELD: 1,166,539

Details: description as filed, official tally, votes by 105 asset managers

Description as filed by funds: Election of Directors: John J. Gavin

GMS INC.’s own tally for this item (“Elect Director: John J. Gavin”): 35,147,452 for, 1,166,539 withheld, per its Form 8-K filed October 20, 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.

The 105 asset managers below reported 21,771,971 for, 126,548 withheld, 33,276 not voted, 977 unknown.

FOR

FOR: 21,771,971WITHHOLD: 126,548NOT VOTED: 33,276UNKNOWN: 977

Largest asset managers voting on “Election of Directors: John J. Gavin” at GMS INC., 2023-2024
Asset manager	For	Withheld	Vote
Vanguard	5,298,652	0	For
BlackRock	5,057,181	0	For
Dimensional	2,241,796	0	For
Fidelity	1,405,503	0	For
American Century	1,385,299	0	For
Federated Hermes	862,783	0	For
Pacer Funds Trust	687,648	0	For
State Street	686,935	0	For
Charles Schwab	535,404	0	For
Invesco	304,260	0	For
JPMorgan	246,428	0	For
TIAA	240,785	0	For
Jackson National	227,901	0	For
Columbia Threadneedle	160,903	0	For
Capital Group	141,633	0	For
Prudential/PGIM	139,222	0	For
AMG Funds IV	127,350	0	For
Equitable	113,034	0	For
MFS	98,092	0	For
Managed Portfolio Series	95,562	0	For
Northern Trust	0	93,727	Withhold
AMERICAN BEACON FUNDS	82,310	0	For
Lincoln Financial	78,344	0	For
BNY Mellon	77,858	0	For
Voya	76,569	0	For

Showing the 25 largest of 105 asset managers. See all 105 in the interactive database.

4. Elect Director: Lisa M. Bachmann

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 4 wordings of this item as funds reported it.

99% Majority: yes · of votes cast

FOR 99%

FOR: 35,885,575WITHHELD: 428,416

Details: description as filed, official tally, votes by 105 asset managers

Description as filed by funds: Election of Directors: Lisa M. Bachmann

GMS INC.’s own tally for this item (“Elect Director: Lisa M. Bachmann”): 35,885,575 for, 428,416 withheld, per its Form 8-K filed October 20, 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% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 105 asset managers below reported 21,882,284 for, 16,235 withheld, 33,276 not voted, 977 unknown.

FOR

FOR: 21,882,284WITHHOLD: 16,235NOT VOTED: 33,276UNKNOWN: 977

Largest asset managers voting on “Election of Directors: Lisa M. Bachmann” at GMS INC., 2023-2024
Asset manager	For	Vote
Vanguard	5,298,652	For
BlackRock	5,057,181	For
Dimensional	2,241,796	For
Fidelity	1,405,503	For
American Century	1,385,299	For
Federated Hermes	862,783	For
Pacer Funds Trust	687,648	For
State Street	686,935	For
Charles Schwab	535,404	For
Invesco	304,260	For
JPMorgan	246,428	For
TIAA	240,785	For
Jackson National	227,901	For
Columbia Threadneedle	160,903	For
Capital Group	141,633	For
Prudential/PGIM	139,222	For
AMG Funds IV	127,350	For
Equitable	113,034	For
MFS	98,092	For
Managed Portfolio Series	95,562	For
Northern Trust	93,727	For
AMERICAN BEACON FUNDS	82,310	For
Lincoln Financial	78,344	For
BNY Mellon	77,858	For
Voya	76,569	For

Showing the 25 largest of 105 asset managers. See all 105 in the interactive database.

5. Elect Director: Mitchell B. Lewis

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 4 wordings of this item as funds reported it.

99% Majority: yes · of votes cast

FOR 99%

FOR: 35,883,189WITHHELD: 430,802

Details: description as filed, official tally, votes by 105 asset managers

Description as filed by funds: Election of Directors: Mitchell B. Lewis

GMS INC.’s own tally for this item (“Elect Director: Mitchell B. Lewis”): 35,883,189 for, 430,802 withheld, per its Form 8-K filed October 20, 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.

The 105 asset managers below reported 21,882,284 for, 16,235 withheld, 33,276 not voted, 977 unknown.

FOR

FOR: 21,882,284WITHHOLD: 16,235NOT VOTED: 33,276UNKNOWN: 977

Largest asset managers voting on “Election of Directors: Mitchell B. Lewis” at GMS INC., 2023-2024
Asset manager	For	Vote
Vanguard	5,298,652	For
BlackRock	5,057,181	For
Dimensional	2,241,796	For
Fidelity	1,405,503	For
American Century	1,385,299	For
Federated Hermes	862,783	For
Pacer Funds Trust	687,648	For
State Street	686,935	For
Charles Schwab	535,404	For
Invesco	304,260	For
JPMorgan	246,428	For
TIAA	240,785	For
Jackson National	227,901	For
Columbia Threadneedle	160,903	For
Capital Group	141,633	For
Prudential/PGIM	139,222	For
AMG Funds IV	127,350	For
Equitable	113,034	For
MFS	98,092	For
Managed Portfolio Series	95,562	For
Northern Trust	93,727	For
AMERICAN BEACON FUNDS	82,310	For
Lincoln Financial	78,344	For
BNY Mellon	77,858	For
Voya	76,569	For

Showing the 25 largest of 105 asset managers. See all 105 in the interactive database.

6. Elect Director: Peter C. Browning

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 4 wordings of this item as funds reported it.

97% Majority: yes · of votes cast

FOR 97%

FOR: 35,291,547WITHHELD: 1,022,444

Details: description as filed, official tally, votes by 105 asset managers

Description as filed by funds: Election of Directors: Peter C. Browning

GMS INC.’s own tally for this item (“Elect Director: Peter C. Browning”): 35,291,547 for, 1,022,444 withheld, per its Form 8-K filed October 20, 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.

The 105 asset managers below reported 21,771,178 for, 119,610 withheld, 7,731 abstained, 33,276 not voted, 977 unknown.

FOR

FOR: 21,771,178ABSTAIN: 7,731WITHHOLD: 119,610NOT VOTED: 33,276UNKNOWN: 977

Largest asset managers voting on “Election of Directors: Peter C. Browning” at GMS INC., 2023-2024
Asset manager	For	Withheld	Vote
Vanguard	5,298,652	0	For
BlackRock	5,057,181	0	For
Dimensional	2,241,796	0	For
Fidelity	1,405,503	0	For
American Century	1,385,299	0	For
Federated Hermes	862,783	0	For
Pacer Funds Trust	687,648	0	For
State Street	686,935	0	For
Charles Schwab	535,404	0	For
Invesco	304,260	0	For
JPMorgan	246,428	0	For
TIAA	240,785	0	For
Jackson National	227,901	0	For
Columbia Threadneedle	160,903	0	For
Capital Group	141,633	0	For
Prudential/PGIM	139,222	0	For
AMG Funds IV	127,350	0	For
Equitable	113,034	0	For
MFS	98,092	0	For
Managed Portfolio Series	95,562	0	For
Northern Trust	0	93,727	Withhold
AMERICAN BEACON FUNDS	82,310	0	For
Lincoln Financial	78,344	0	For
BNY Mellon	77,858	0	For
Voya	76,569	0	For

Showing the 25 largest of 105 asset managers. See all 105 in the interactive database.

7. Elect Director: Randolph W. Melville

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 4 wordings of this item as funds reported it.

99% Majority: yes · of votes cast

FOR 99%

FOR: 35,890,568WITHHELD: 423,423

Details: description as filed, official tally, votes by 105 asset managers

Description as filed by funds: Election of Directors: Randolph W. Melville

GMS INC.’s own tally for this item (“Elect Director: Randolph W. Melville”): 35,890,568 for, 423,423 withheld, per its Form 8-K filed October 20, 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.

The 105 asset managers below reported 21,889,334 for, 9,185 withheld, 33,276 not voted, 977 unknown.

FOR

FOR: 21,889,334WITHHOLD: 9,185NOT VOTED: 33,276UNKNOWN: 977

Largest asset managers voting on “Election of Directors: Randolph W. Melville” at GMS INC., 2023-2024
Asset manager	For	Vote
Vanguard	5,298,652	For
BlackRock	5,057,181	For
Dimensional	2,241,796	For
Fidelity	1,405,503	For
American Century	1,385,299	For
Federated Hermes	862,783	For
Pacer Funds Trust	687,648	For
State Street	686,935	For
Charles Schwab	535,404	For
Invesco	304,260	For
JPMorgan	246,428	For
TIAA	240,785	For
Jackson National	227,901	For
Columbia Threadneedle	160,903	For
Capital Group	141,633	For
Prudential/PGIM	139,222	For
AMG Funds IV	127,350	For
Equitable	113,034	For
MFS	98,092	For
Managed Portfolio Series	95,562	For
Northern Trust	93,727	For
AMERICAN BEACON FUNDS	82,310	For
Lincoln Financial	78,344	For
BNY Mellon	77,858	For
Voya	76,569	For

Showing the 25 largest of 105 asset managers. See all 105 in the interactive database.

8. Elect Director: Teri P. McClure

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 5 wordings of this item as funds reported it.

91% Majority: yes · of votes cast

FOR 91%

FOR: 32,969,692WITHHELD: 3,344,299

Details: description as filed, official tally, votes by 105 asset managers

Description as filed by funds: Election of Directors: Teri P. McClure

GMS INC.’s own tally for this item (“Elect Director: Teri P. McClure”): 32,969,692 for, 3,344,299 withheld, per its Form 8-K filed October 20, 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: 91% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 105 asset managers below reported 20,826,087 for, 1,029,057 withheld, 43,375 abstained, 33,276 not voted, 977 unknown.

FOR

FOR: 20,826,087ABSTAIN: 43,375WITHHOLD: 1,029,057NOT VOTED: 33,276UNKNOWN: 977

Largest asset managers voting on “Election of Directors: Teri P. McClure” at GMS INC., 2023-2024
Asset manager	For	Withheld	Vote
Vanguard	5,298,652	0	For
BlackRock	5,057,181	0	For
Dimensional	2,241,796	0	For
Fidelity	1,405,503	0	For
American Century	1,385,299	0	For
Federated Hermes	862,783	0	For
Pacer Funds Trust	687,648	0	For
State Street	0	686,935	Withhold
Charles Schwab	535,404	0	For
Invesco	304,260	0	For
JPMorgan	246,428	0	For
TIAA	240,785	0	For
Jackson National	227,901	0	For
Columbia Threadneedle	0	160,903	Withhold
Capital Group	141,633	0	For
Prudential/PGIM	139,222	0	For
AMG Funds IV	127,350	0	For
Equitable	113,034	0	For
MFS	98,092	0	For
Managed Portfolio Series	95,562	0	For
Northern Trust	93,727	0	For
AMERICAN BEACON FUNDS	82,310	0	For
Lincoln Financial	44,544	33,800	Mixed
BNY Mellon	77,858	0	For
Voya	76,569	0	For

Showing the 25 largest of 105 asset managers. See all 105 in the interactive database.

9. Elect Director: Theron I. Gilliam

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 4 wordings of this item as funds reported it.

97% Majority: yes · of votes cast

FOR 97%

FOR: 35,338,294WITHHELD: 975,697

Details: description as filed, official tally, votes by 105 asset managers

Description as filed by funds: Election of Directors: Theron I. Gilliam

GMS INC.’s own tally for this item (“Elect Director: Theron I. Gilliam”): 35,338,294 for, 975,697 withheld, per its Form 8-K filed October 20, 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.

The 105 asset managers below reported 21,764,128 for, 126,660 withheld, 7,731 abstained, 33,276 not voted, 977 unknown.

FOR

FOR: 21,764,128ABSTAIN: 7,731WITHHOLD: 126,660NOT VOTED: 33,276UNKNOWN: 977

Largest asset managers voting on “Election of Directors: Theron I. Gilliam” at GMS INC., 2023-2024
Asset manager	For	Withheld	Vote
Vanguard	5,298,652	0	For
BlackRock	5,057,181	0	For
Dimensional	2,241,796	0	For
Fidelity	1,405,503	0	For
American Century	1,385,299	0	For
Federated Hermes	862,783	0	For
Pacer Funds Trust	687,648	0	For
State Street	686,935	0	For
Charles Schwab	535,404	0	For
Invesco	304,260	0	For
JPMorgan	246,428	0	For
TIAA	240,785	0	For
Jackson National	227,901	0	For
Columbia Threadneedle	160,903	0	For
Capital Group	141,633	0	For
Prudential/PGIM	139,222	0	For
AMG Funds IV	127,350	0	For
Equitable	113,034	0	For
MFS	98,092	0	For
Managed Portfolio Series	95,562	0	For
Northern Trust	0	93,727	Withhold
AMERICAN BEACON FUNDS	82,310	0	For
Lincoln Financial	78,344	0	For
BNY Mellon	77,858	0	For
Voya	76,569	0	For

Showing the 25 largest of 105 asset managers. See all 105 in the interactive database.

10. 3. The approval, on an advisory basis, of the compensation of the Company's named executive officers, as described in…

Official result Fund totals may overlapSECTION 14A SAY-ON-PAY VOTESReported outcome: Approved

Combines 7 wordings of this item as funds reported it.

98% Approved · of votes cast

FOR 98%

FOR: 35,628,115AGAINST: 677,201

Details: description as filed, official tally, votes by 304 asset managers

Description as filed by funds: ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION.

GMS INC.’s own tally for this item (“3. The approval, on an advisory basis, of the compensation of the Company's named executive officers, as described in the Company's Proxy Statement”): 35,628,115 for, 677,201 against — passed, per its Form 8-K filed October 20, 2023 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Pursuant to the foregoing vote, the proposal regarding advisory approval of the Company's executive compensation program was approved.”
Support: 98% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund voting reports: 107 asset managers voting on “ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION.” at GMS INC., 2023-2024
Asset manager	For	Vote
Vanguard	5,298,652	For
BlackRock	5,057,181	For
Dimensional	2,241,796	For
Fidelity	1,405,503	For
American Century	1,385,299	For
Federated Hermes	862,783	For
Pacer Funds Trust	687,648	For
State Street	686,935	For
Charles Schwab	535,404	For
Invesco	304,260	For
JPMorgan	246,428	For
TIAA	240,785	For
Jackson National	227,901	For
Columbia Threadneedle	160,903	For
Capital Group	141,633	For
Prudential/PGIM	139,222	For
AMG Funds IV	127,350	For
Equitable	113,034	For
MFS	98,092	For
Managed Portfolio Series	95,562	For
Northern Trust	93,727	For
AMERICAN BEACON FUNDS	82,310	For
Lincoln Financial	78,344	For
BNY Mellon	77,858	For
Voya	76,569	For

Fund voting reports, all 107 managers: 21,958,694 for, 11,976 against, 2,500 abstained, 33,276 not voted, 977 unknown. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports: 223 asset managers voting on “ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION.” at GMS INC., 2023-2024
Asset manager	For	Against	Vote
Coliseum Capital Management, LLC	3,417,651	0	For
American Century	1,701,044	0	For
State Street	1,500,179	0	For
BlackRock	1,423,722	674	For
Federated Hermes	904,848	2,615	For
GEODE CAPITAL MANAGEMENT, LLC	831,021	0	For
Fidelity	613,091	0	For
Charles Schwab	570,923	0	For
Bridgewater	505,470	0	For
JPMorgan	497,333	0	For
PZENA INVESTMENT MANAGEMENT LLC	495,399	0	For
MELLON INVESTMENTS Corp	404,076	0	For
JACOBS LEVY EQUITY MANAGEMENT, INC	323,000	0	For
REINHART PARTNERS, LLC.	309,483	12,130	For
Invesco	318,063	0	For
Nuveen	287,745	0	For
PRINCIPAL GLOBAL INVESTORS	240,021	0	For
SCOPIA CAPITAL MANAGEMENT LP	233,393	0	For
Dimensional	198,427	0	For
Prudential/PGIM	191,512	1,700	For
River Road Asset Management, LLC	188,875	0	For
Eaton Vance	187,263	0	For
APG Asset Management US Inc.	0	165,212	Against
ACADIAN ASSET MANAGEMENT LLC	153,858	0	For
Point72	144,583	0	For

Institutional-manager reports, all 223 managers: 19,042,041 for, 673,721 against, 44,600 withheld, 419 abstained, 236 not voted, 69,198 1 year. Showing the 25 largest; see all in the interactive database.

11. ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON NAMED EXECUTIVE OFFICER COMPENSATION.

No official match Fund totals may overlapSECTION 14A SAY-ON-PAY VOTES

Combines 4 wordings of this item as funds reported it.

99% Fund and manager reports combined; may count the same shares twice · no official result

1 YEAR

Details: votes by 288 asset managers

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: 105 asset managers voting on “ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON NAMED EXECUTIVE OFFICER COMPENSATION.” at GMS INC., 2023-2024
Asset manager	For	Against	Abstain	Withheld	Vote
Vanguard	0	0	0	0	--
BlackRock	0	0	0	0	--
Dimensional	0	0	0	0	--
Fidelity	0	0	0	0	--
American Century	0	0	0	0	--
Federated Hermes	0	0	0	0	--
Pacer Funds Trust	0	0	0	0	--
State Street	0	0	0	0	--
Charles Schwab	0	0	0	0	--
Invesco	0	0	0	0	--
JPMorgan	0	0	0	0	--
TIAA	0	0	0	0	--
Jackson National	0	0	0	0	--
Columbia Threadneedle	0	0	0	0	--
Capital Group	0	0	0	0	--
Prudential/PGIM	0	0	0	0	--
AMG Funds IV	0	0	0	0	--
Equitable	0	0	0	0	--
MFS	0	0	0	0	--
Managed Portfolio Series	0	0	0	0	--
Northern Trust	0	0	0	0	--
AMERICAN BEACON FUNDS	0	0	0	0	--
Lincoln Financial	0	0	0	0	--
BNY Mellon	0	0	0	0	--
Voya	0	0	0	0	--

Fund voting reports, all 105 managers: 15,680 for, 2,500 abstained, 19,657,198 1 year, 2,268,213 3 year, 977 unknown. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports: 208 asset managers voting on “ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON NAMED EXECUTIVE OFFICER COMPENSATION.” at GMS INC., 2023-2024
Asset manager	For	Vote
Coliseum Capital Management, LLC	3,417,651	For
American Century	0	--
State Street	0	--
BlackRock	0	--
Federated Hermes	0	--
GEODE CAPITAL MANAGEMENT, LLC	0	--
Fidelity	0	--
Charles Schwab	0	Not Voted
Bridgewater	0	--
PZENA INVESTMENT MANAGEMENT LLC	0	--
MELLON INVESTMENTS Corp	0	--
JACOBS LEVY EQUITY MANAGEMENT, INC	0	--
REINHART PARTNERS, LLC.	0	--
Invesco	0	--
Nuveen	0	--
PRINCIPAL GLOBAL INVESTORS	0	--
Dimensional	0	--
Prudential/PGIM	0	--
River Road Asset Management, LLC	0	--
Eaton Vance	0	--
ACADIAN ASSET MANAGEMENT LLC	0	--
Point72	0	--
Capital Group	0	--
Intrinsic Edge Capital Management LLC	0	--
Rhumbline	69,198	For

Institutional-manager reports, all 208 managers: 3,487,155 for, 44,600 withheld, 15 abstained, 236 not voted, 15,183,987 1 year, 198,477 3 year, 110 unknown. Showing the 25 largest; see all in the interactive database.

12. 2. The ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accounting…

Official result Fund totals may overlapAUDIT-RELATEDReported outcome: Approved

Combines 7 wordings of this item as funds reported it.

99.9% Approved · of votes cast

FOR 99.9%

FOR: 38,226,808AGAINST: 11,216

Details: description as filed, official tally, votes by 111 asset managers

Description as filed by funds: RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING APRIL 30, 2024.

GMS INC.’s own tally for this item (“2. The ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending April 30, 2024”): 38,226,808 for, 11,216 against — passed, per its Form 8-K filed October 20, 2023 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Pursuant to the foregoing vote, the proposal regarding ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending April 30, 2024 was approved.”
Support: 99.9% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund voting reports: 106 asset managers voting on “RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED ACCOUNTING FIRM FOR THE FIS” at GMS INC., 2023-2024
Asset manager	For	Vote
Vanguard	5,298,652	For
BlackRock	5,057,181	For
Dimensional	2,241,796	For
Fidelity	1,405,503	For
American Century	1,385,299	For
Federated Hermes	862,783	For
Pacer Funds Trust	687,648	For
State Street	686,935	For
Charles Schwab	535,404	For
Invesco	304,260	For
JPMorgan	246,428	For
TIAA	240,785	For
Jackson National	227,901	For
Columbia Threadneedle	160,903	For
Capital Group	141,633	For
Prudential/PGIM	139,222	For
AMG Funds IV	127,350	For
Equitable	113,034	For
MFS	98,092	For
Managed Portfolio Series	95,562	For
Northern Trust	93,727	For
AMERICAN BEACON FUNDS	82,310	For
Lincoln Financial	78,344	For
BNY Mellon	77,858	For
Voya	76,569	For

Fund voting reports, all 106 managers: 21,963,290 for, 2,500 abstained, 33,276 not voted, 977 unknown. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports: 5 asset managers voting on “RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED ACCOUNTING FIRM FOR THE FIS” at GMS INC., 2023-2024
Asset manager	For	Vote
SCOPIA CAPITAL MANAGEMENT LP	233,393	For
Jackson Creek Investment Advisors LLC	802	For
CORNELL UNIVERSITY	113	For
Boltwood Capital Management	110	For
Warren Street Wealth Advisors, LLC	72	For

Institutional-manager reports, all 5 managers: 234,490 for.

Largest GMS INC. shareholders voting in 2023-2024

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 40,606,000 shares outstanding at the time of that meeting.

Fund voting reports: top GMS INC. shareholders by shares voted on “ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION.”, 2023-2024
#	Asset manager	% of shares outstanding
1	Vanguard	13.05%
2	BlackRock	12.45%
3	Dimensional	5.52%
4	Fidelity	3.46%
5	American Century	3.41%
6	Federated Hermes	2.12%
7	Pacer Funds Trust	1.69%
8	State Street	1.69%
9	Charles Schwab	1.32%
10	Invesco	0.75%

Institutional-manager reports: top GMS INC. shareholders by shares voted on “ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION.”, 2023-2024
#	Asset manager	% of shares outstanding
1	Coliseum Capital Management, LLC	8.42%
2	American Century	4.19%
3	State Street	3.69%
4	BlackRock	3.51%
5	Federated Hermes	2.23%
6	GEODE CAPITAL MANAGEMENT, LLC	2.05%
7	Fidelity	1.51%
8	Charles Schwab	1.41%
9	Bridgewater	1.24%
10	JPMorgan	1.22%

Reported GMS INC. holdings and ownership

As disclosed to the SEC in Form 13F (quarter-end holdings of 30 large managers), Schedules 13D and 13G (beneficial ownership above 5%) and the company’s own proxy statement (DEF 14A). Each row names its form.

GMS INC. holdings and ownership disclosed for the 2023-2024 proxy season
Holder	% outstanding	Disclosure
BlackRock, Inc.	16.49%	DEF14A
The Vanguard Group	13.14%	13G
Dimensional Funds LP	6.11%	DEF14A
Coliseum Capital Management, LLC	4.83%	DEF14A
State Street	3.80%	13F
Charles Schwab	1.39%	13F
Northern Trust	1.28%	13F
Invesco	0.97%	13F
BNY Mellon	0.81%	13F
John C. Turner, Jr.	0.76%	DEF14A

Percentages above are of 40,606,000 shares outstanding, as reported by GMS INC. on its Form 10-Q dated July 31, 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.

About this page

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 GMS INC.’s 10-Q dated July 31, 2023. This page is a static snapshot rebuilt weekly on October 14, 2026; a live search always shows the current data.

At GMS INC.'s shareholder meeting held October 18, 2023, in the 2023-2024 proxy season, 314 asset managers reported how they voted in their SEC Form N-PX filings, covering 4,946 separate fund positions. Their filings are grouped here into 12 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 — ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION. — GMS INC.'s filing reports the proposal as approved, with 98% 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: GMS INC.'s Form 8-K, Item 5.07, filed with the U.S. Securities and Exchange Commission on October 20, 2023.

GMS INC. proxy season coverage: 2023-2024 (this page) · 2024-2025.

Download data (CSV): ballot items · votes by manager · column guide.