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GMS INC. 2024-2025 Proxy Voting Records

Compiled from SEC Form N-PX filings and GMS INC.’s Form 8-K, filed October 24, 2024 (Item 5.07 on EDGAR). Page generated October 25, 2026.

11Ballot items
321Asset managers
4,235Fund votes
October 23, 2024Meeting date

Results at a glance

Meeting of October 23, 2024: 11 items on GMS INC.’s Form 8-K, filed October 24, 2024: 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 2024-2025 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 24, 2024 (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 23, 2024
Ballot item	For	Against	Abstain	Withheld	Broker non-votes	Support (of votes cast)	Reported outcome	Voting standard
Elect Director: Lisa M. Bachmann	36,496,425	--	--	581,877	859,737	98%	Not verified	—
Elect Director: John J. Gavin	35,813,070	--	--	1,265,232	859,737	97%	Not verified	—
Elect Director: Theron I. Gilliam	35,900,582	--	--	1,177,720	859,737	97%	Not verified	—
Elect Director: Mitchell B. Lewis	36,368,174	--	--	710,128	859,737	98%	Not verified	—
Elect Director: Teri P. McClure	32,892,687	--	--	4,185,615	859,737	89%	Not verified	—
Elect Director: Randolph W. Melville	36,385,093	--	--	693,209	859,737	98%	Not verified	—
Elect Director: J. David Smith	35,348,053	--	--	1,730,249	859,737	95%	Not verified	—
Elect Director: W. Bradley Southern	37,053,953	--	--	24,349	859,737	99.9%	Not verified	—
Elect Director: John C. Turner, Jr.	36,960,938	--	--	117,364	859,737	99.6%	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, 2025	37,889,881	31,715	16,443	--	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	36,145,598	556,494	376,210	--	859,737	98%	Approved	—

Source: GMS INC., Form 8-K, filed with the SEC on October 24, 2024 — read the filing on EDGAR.

How asset managers voted at the GMS INC. 2024-2025 meeting

Each item below shows how the 321 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.

1. Elect Director: Lisa M. Bachmann

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 6 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%

FOR: 36,496,425WITHHELD: 581,877

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”): 36,496,425 for, 581,877 withheld, per its Form 8-K filed October 24, 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: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 98% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 105 asset managers below reported 27,199,863 for, 83,637 withheld, 1,021 abstained, 35,937 not voted.

FOR

FOR: 27,199,863ABSTAIN: 1,021WITHHOLD: 83,637NOT VOTED: 35,937

Largest asset managers voting on “Election of Directors: Lisa M. Bachmann” at GMS INC., 2024-2025
Asset manager	For	Withheld	Vote
Vanguard	5,246,540	0	For
BlackRock	4,598,769	0	For
Fidelity	4,289,916	0	For
American Century	2,487,452	0	For
Dimensional	2,062,890	0	For
Pacer Funds Trust	1,414,941	0	For
Capital Group	1,186,210	0	For
Federated Hermes	996,385	0	For
State Street	598,666	179	For
Charles Schwab	571,642	0	For
T. Rowe Price	571,359	0	For
Ultimus Managers Trust	268,983	0	For
Invesco	266,254	0	For
Jackson National	201,543	0	For
Bridge Builder Trust	155,683	0	For
Managed Portfolio Series	148,128	0	For
Equitable	109,190	0	For
TIAA	108,021	0	For
MFS	104,561	0	For
JPMorgan	104,441	0	For
Columbia Threadneedle	99,376	0	For
ADVISORS' INNER CIRCLE FUND	87,500	0	For
Northern Trust	85,293	0	For
Lord Abbett	82,363	0	For
QUANTITATIVE MASTER SERIES LLC	78,739	0	For

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

2. Elect Director: John J. Gavin

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 6 wordings of this item as funds reported it.

97% Majority: yes · of votes cast

FOR 97%

FOR: 35,813,070WITHHELD: 1,265,232

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”): 35,813,070 for, 1,265,232 withheld, per its Form 8-K filed October 24, 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: 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 27,099,753 for, 183,747 withheld, 1,021 abstained, 35,937 not voted.

FOR

FOR: 27,099,753ABSTAIN: 1,021WITHHOLD: 183,747NOT VOTED: 35,937

Largest asset managers voting on “Election of Directors: John J. Gavin” at GMS INC., 2024-2025
Asset manager	For	Withheld	Vote
Vanguard	5,246,540	0	For
BlackRock	4,598,769	0	For
Fidelity	4,289,916	0	For
American Century	2,487,452	0	For
Dimensional	2,062,890	0	For
Pacer Funds Trust	1,414,941	0	For
Capital Group	1,186,210	0	For
Federated Hermes	996,385	0	For
State Street	598,666	179	For
Charles Schwab	571,642	0	For
T. Rowe Price	571,359	0	For
Ultimus Managers Trust	268,983	0	For
Invesco	266,254	0	For
Jackson National	201,543	0	For
Bridge Builder Trust	155,683	0	For
Managed Portfolio Series	148,128	0	For
Equitable	109,190	0	For
TIAA	108,021	0	For
MFS	104,561	0	For
JPMorgan	104,441	0	For
Columbia Threadneedle	99,376	0	For
ADVISORS' INNER CIRCLE FUND	87,500	0	For
Northern Trust	0	85,293	Withhold
Lord Abbett	82,363	0	For
QUANTITATIVE MASTER SERIES LLC	78,739	0	For

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

3. Elect Director: Theron I. Gilliam

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 6 wordings of this item as funds reported it.

97% Majority: yes · of votes cast

FOR 97%

FOR: 35,900,582WITHHELD: 1,177,720

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”): 35,900,582 for, 1,177,720 withheld, per its Form 8-K filed October 24, 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.

The 105 asset managers below reported 27,099,753 for, 183,747 withheld, 1,021 abstained, 35,937 not voted.

FOR

FOR: 27,099,753ABSTAIN: 1,021WITHHOLD: 183,747NOT VOTED: 35,937

Largest asset managers voting on “Election of Directors: Theron I. Gilliam” at GMS INC., 2024-2025
Asset manager	For	Withheld	Vote
Vanguard	5,246,540	0	For
BlackRock	4,598,769	0	For
Fidelity	4,289,916	0	For
American Century	2,487,452	0	For
Dimensional	2,062,890	0	For
Pacer Funds Trust	1,414,941	0	For
Capital Group	1,186,210	0	For
Federated Hermes	996,385	0	For
State Street	598,666	179	For
Charles Schwab	571,642	0	For
T. Rowe Price	571,359	0	For
Ultimus Managers Trust	268,983	0	For
Invesco	266,254	0	For
Jackson National	201,543	0	For
Bridge Builder Trust	155,683	0	For
Managed Portfolio Series	148,128	0	For
Equitable	109,190	0	For
TIAA	108,021	0	For
MFS	104,561	0	For
JPMorgan	104,441	0	For
Columbia Threadneedle	99,376	0	For
ADVISORS' INNER CIRCLE FUND	87,500	0	For
Northern Trust	0	85,293	Withhold
Lord Abbett	82,363	0	For
QUANTITATIVE MASTER SERIES LLC	78,739	0	For

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

4. Elect Director: Mitchell B. Lewis

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 6 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%

FOR: 36,368,174WITHHELD: 710,128

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”): 36,368,174 for, 710,128 withheld, per its Form 8-K filed October 24, 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.

The 105 asset managers below reported 27,199,863 for, 83,637 withheld, 1,021 abstained, 35,937 not voted.

FOR

FOR: 27,199,863ABSTAIN: 1,021WITHHOLD: 83,637NOT VOTED: 35,937

Largest asset managers voting on “Election of Directors: Mitchell B. Lewis” at GMS INC., 2024-2025
Asset manager	For	Withheld	Vote
Vanguard	5,246,540	0	For
BlackRock	4,598,769	0	For
Fidelity	4,289,916	0	For
American Century	2,487,452	0	For
Dimensional	2,062,890	0	For
Pacer Funds Trust	1,414,941	0	For
Capital Group	1,186,210	0	For
Federated Hermes	996,385	0	For
State Street	598,666	179	For
Charles Schwab	571,642	0	For
T. Rowe Price	571,359	0	For
Ultimus Managers Trust	268,983	0	For
Invesco	266,254	0	For
Jackson National	201,543	0	For
Bridge Builder Trust	155,683	0	For
Managed Portfolio Series	148,128	0	For
Equitable	109,190	0	For
TIAA	108,021	0	For
MFS	104,561	0	For
JPMorgan	104,441	0	For
Columbia Threadneedle	99,376	0	For
ADVISORS' INNER CIRCLE FUND	87,500	0	For
Northern Trust	85,293	0	For
Lord Abbett	82,363	0	For
QUANTITATIVE MASTER SERIES LLC	78,739	0	For

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

5. Elect Director: Teri P. McClure

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 7 wordings of this item as funds reported it.

89% Majority: yes · of votes cast

FOR 89%

FOR: 32,892,687WITHHELD: 4,185,615

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”): 32,892,687 for, 4,185,615 withheld, per its Form 8-K filed October 24, 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: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 89% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 105 asset managers below reported 25,801,332 for, 1,390,817 withheld, 92,372 abstained, 35,937 not voted.

FOR

FOR: 25,801,332ABSTAIN: 92,372WITHHOLD: 1,390,817NOT VOTED: 35,937

Largest asset managers voting on “Election of Directors: Teri P. McClure” at GMS INC., 2024-2025
Asset manager	For	Abstain	Withheld	Vote
Vanguard	5,246,540	0	0	For
BlackRock	4,598,769	0	0	For
Fidelity	4,223,116	0	66,800	For
American Century	2,487,452	0	0	For
Dimensional	2,062,890	0	0	For
Pacer Funds Trust	1,414,941	0	0	For
Capital Group	1,186,210	0	0	For
Federated Hermes	996,385	0	0	For
State Street	894	0	597,951	Withhold
Charles Schwab	571,642	0	0	For
T. Rowe Price	571,359	0	0	For
Ultimus Managers Trust	908	0	268,075	Withhold
Invesco	266,254	0	0	For
Jackson National	201,543	0	0	For
Bridge Builder Trust	109,783	45,900	0	Mixed
Managed Portfolio Series	148,128	0	0	For
Equitable	109,190	0	0	For
TIAA	108,021	0	0	For
MFS	0	0	104,561	Withhold
JPMorgan	104,441	0	0	For
Columbia Threadneedle	0	0	99,376	Withhold
ADVISORS' INNER CIRCLE FUND	0	0	87,500	Withhold
Northern Trust	85,293	0	0	For
Lord Abbett	82,363	0	0	For
QUANTITATIVE MASTER SERIES LLC	78,739	0	0	For

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

6. Elect Director: Randolph W. Melville

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 6 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%

FOR: 36,385,093WITHHELD: 693,209

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”): 36,385,093 for, 693,209 withheld, per its Form 8-K filed October 24, 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.

The 105 asset managers below reported 27,206,913 for, 76,587 withheld, 1,021 abstained, 35,937 not voted.

FOR

FOR: 27,206,913ABSTAIN: 1,021WITHHOLD: 76,587NOT VOTED: 35,937

Largest asset managers voting on “Election of Directors: Randolph W. Melville” at GMS INC., 2024-2025
Asset manager	For	Withheld	Vote
Vanguard	5,246,540	0	For
BlackRock	4,598,769	0	For
Fidelity	4,289,916	0	For
American Century	2,487,452	0	For
Dimensional	2,062,890	0	For
Pacer Funds Trust	1,414,941	0	For
Capital Group	1,186,210	0	For
Federated Hermes	996,385	0	For
State Street	598,666	179	For
Charles Schwab	571,642	0	For
T. Rowe Price	571,359	0	For
Ultimus Managers Trust	268,983	0	For
Invesco	266,254	0	For
Jackson National	201,543	0	For
Bridge Builder Trust	155,683	0	For
Managed Portfolio Series	148,128	0	For
Equitable	109,190	0	For
TIAA	108,021	0	For
MFS	104,561	0	For
JPMorgan	104,441	0	For
Columbia Threadneedle	99,376	0	For
ADVISORS' INNER CIRCLE FUND	87,500	0	For
Northern Trust	85,293	0	For
Lord Abbett	82,363	0	For
QUANTITATIVE MASTER SERIES LLC	78,739	0	For

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

7. Elect Director: J. David Smith

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 6 wordings of this item as funds reported it.

95% Majority: yes · of votes cast

FOR 95%

FOR: 35,348,053WITHHELD: 1,730,249

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”): 35,348,053 for, 1,730,249 withheld, per its Form 8-K filed October 24, 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: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 95% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 105 asset managers below reported 27,099,753 for, 183,747 withheld, 1,021 abstained, 35,937 not voted.

FOR

FOR: 27,099,753ABSTAIN: 1,021WITHHOLD: 183,747NOT VOTED: 35,937

Largest asset managers voting on “Election of Directors: J. David Smith” at GMS INC., 2024-2025
Asset manager	For	Withheld	Vote
Vanguard	5,246,540	0	For
BlackRock	4,598,769	0	For
Fidelity	4,289,916	0	For
American Century	2,487,452	0	For
Dimensional	2,062,890	0	For
Pacer Funds Trust	1,414,941	0	For
Capital Group	1,186,210	0	For
Federated Hermes	996,385	0	For
State Street	598,666	179	For
Charles Schwab	571,642	0	For
T. Rowe Price	571,359	0	For
Ultimus Managers Trust	268,983	0	For
Invesco	266,254	0	For
Jackson National	201,543	0	For
Bridge Builder Trust	155,683	0	For
Managed Portfolio Series	148,128	0	For
Equitable	109,190	0	For
TIAA	108,021	0	For
MFS	104,561	0	For
JPMorgan	104,441	0	For
Columbia Threadneedle	99,376	0	For
ADVISORS' INNER CIRCLE FUND	87,500	0	For
Northern Trust	0	85,293	Withhold
Lord Abbett	82,363	0	For
QUANTITATIVE MASTER SERIES LLC	78,739	0	For

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

8. Elect Director: W. Bradley Southern

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 6 wordings of this item as funds reported it.

99.9% Majority: yes · of votes cast

FOR 99.9%

FOR: 37,053,953WITHHELD: 24,349

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

Description as filed by funds: Election of Directors: W. Bradley Southern

GMS INC.’s own tally for this item (“Elect Director: W. Bradley Southern”): 37,053,953 for, 24,349 withheld, per its Form 8-K filed October 24, 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: 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 27,273,556 for, 9,944 withheld, 1,021 abstained, 35,937 not voted.

FOR

FOR: 27,273,556ABSTAIN: 1,021WITHHOLD: 9,944NOT VOTED: 35,937

Largest asset managers voting on “Election of Directors: W. Bradley Southern” at GMS INC., 2024-2025
Asset manager	For	Vote
Vanguard	5,246,540	For
BlackRock	4,598,769	For
Fidelity	4,289,916	For
American Century	2,487,452	For
Dimensional	2,062,890	For
Pacer Funds Trust	1,414,941	For
Capital Group	1,186,210	For
Federated Hermes	996,385	For
State Street	598,845	For
Charles Schwab	571,642	For
T. Rowe Price	571,359	For
Ultimus Managers Trust	268,983	For
Invesco	266,254	For
Jackson National	201,543	For
Bridge Builder Trust	155,683	For
Managed Portfolio Series	148,128	For
Equitable	109,190	For
TIAA	108,021	For
MFS	104,561	For
JPMorgan	104,441	For
Columbia Threadneedle	99,376	For
ADVISORS' INNER CIRCLE FUND	87,500	For
Northern Trust	85,293	For
Lord Abbett	82,363	For
QUANTITATIVE MASTER SERIES LLC	78,739	For

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

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

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 6 wordings of this item as funds reported it.

99.6% Majority: yes · of votes cast

FOR 99.6%

FOR: 36,960,938WITHHELD: 117,364

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.”): 36,960,938 for, 117,364 withheld, per its Form 8-K filed October 24, 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: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 99.6% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 105 asset managers below reported 27,273,459 for, 10,041 withheld, 1,021 abstained, 35,937 not voted.

FOR

FOR: 27,273,459ABSTAIN: 1,021WITHHOLD: 10,041NOT VOTED: 35,937

Largest asset managers voting on “Election of Directors: John C. Turner, Jr.” at GMS INC., 2024-2025
Asset manager	For	Withheld	Vote
Vanguard	5,246,540	0	For
BlackRock	4,598,769	0	For
Fidelity	4,289,916	0	For
American Century	2,487,452	0	For
Dimensional	2,062,890	0	For
Pacer Funds Trust	1,414,941	0	For
Capital Group	1,186,210	0	For
Federated Hermes	996,385	0	For
State Street	598,748	97	For
Charles Schwab	571,642	0	For
T. Rowe Price	571,359	0	For
Ultimus Managers Trust	268,983	0	For
Invesco	266,254	0	For
Jackson National	201,543	0	For
Bridge Builder Trust	155,683	0	For
Managed Portfolio Series	148,128	0	For
Equitable	109,190	0	For
TIAA	108,021	0	For
MFS	104,561	0	For
JPMorgan	104,441	0	For
Columbia Threadneedle	99,376	0	For
ADVISORS' INNER CIRCLE FUND	87,500	0	For
Northern Trust	85,293	0	For
Lord Abbett	82,363	0	For
QUANTITATIVE MASTER SERIES LLC	78,739	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 6 wordings of this item as funds reported it.

98% Approved · of votes cast

FOR 98%

FOR: 36,145,598AGAINST: 556,494

Details: description as filed, official tally, votes by 313 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”): 36,145,598 for, 556,494 against — passed, per its Form 8-K filed October 24, 2024 (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 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: 105 asset managers voting on “Advisory vote to approve named executive officer compensation.” at GMS INC., 2024-2025
Asset manager	For	Vote
Vanguard	5,246,540	For
BlackRock	4,598,769	For
Fidelity	4,289,916	For
American Century	2,487,452	For
Dimensional	2,062,890	For
Pacer Funds Trust	1,414,941	For
Capital Group	1,186,210	For
Federated Hermes	996,385	For
State Street	598,845	For
Charles Schwab	571,642	For
T. Rowe Price	571,359	For
Ultimus Managers Trust	268,983	For
Invesco	266,254	For
Jackson National	201,543	For
Bridge Builder Trust	155,683	For
Managed Portfolio Series	148,128	For
Equitable	109,190	For
TIAA	108,021	For
MFS	104,561	For
JPMorgan	104,441	For
Columbia Threadneedle	99,376	For
ADVISORS' INNER CIRCLE FUND	87,500	For
Northern Trust	85,293	For
Lord Abbett	82,363	For
QUANTITATIVE MASTER SERIES LLC	78,739	For

Fund voting reports, all 105 managers: 27,287,023 for, 3,999 against, 9,944 abstained, 35,937 not voted. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports: 238 asset managers voting on “Advisory vote to approve named executive officer compensation.” at GMS INC., 2024-2025
Asset manager	For	Against	Abstain	Vote
Fidelity	3,698,063	0	0	For
American Century	1,705,418	0	0	For
BlackRock	1,449,131	737	0	For
State Street	1,407,600	0	0	For
T. Rowe Price	1,328,181	0	0	For
Capital Group	1,186,347	0	0	For
Federated Hermes	1,021,964	5,076	0	For
GEODE CAPITAL MANAGEMENT, LLC	913,565	0	0	For
Coliseum Capital Management, LLC	626,691	0	0	For
Charles Schwab	614,357	0	0	For
LSV ASSET MANAGEMENT	537,104	19,401	0	For
Invesco	480,180	0	0	For
REINHART PARTNERS, LLC.	349,151	35,160	0	Mixed
Northern Trust	379,865	0	0	For
VAN LANSCHOT KEMPEN INVESTMENT MANAGEMENT N.V.	0	0	351,676	Abstain
MELLON INVESTMENTS Corp	306,025	0	0	For
WESTWOOD HOLDINGS GROUP INC	232,231	0	0	For
FRONTIER CAPITAL MANAGEMENT CO LLC	110,760	110,760	0	Mixed
PRINCIPAL GLOBAL INVESTORS	214,782	0	0	For
Vanguard	192,172	0	0	For
Eaton Vance	183,836	0	0	For
Dimensional	181,690	0	0	For
JPMorgan	179,570	0	0	For
SCOPIA CAPITAL MANAGEMENT LP	137,890	0	0	For
Prudential/PGIM	135,999	210	0	For

Institutional-manager reports, all 238 managers: 20,270,837 for, 465,197 against, 355,389 abstained, 209 not voted. Showing the 25 largest; see all in the interactive database.

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

Official resultAUDIT-RELATEDReported outcome: Approved

Combines 5 wordings of this item as funds reported it.

99.9% Approved · of votes cast

FOR 99.9%

FOR: 37,889,881AGAINST: 31,715

Details: description as filed, official tally, votes by 106 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, 2025.

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, 2025”): 37,889,881 for, 31,715 against — passed, per its Form 8-K filed October 24, 2024 (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, 2025 was approved.”
Support: 99.9% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 106 asset managers below reported 27,261,061 for, 19,587 against, 9,944 abstained, 35,937 not voted.

FOR

FOR: 27,261,061AGAINST: 19,587ABSTAIN: 9,944NOT VOTED: 35,937

Largest asset managers voting on “RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED ACCOUNTING FIRM FOR THE FIS” at GMS INC., 2024-2025
Asset manager	For	Vote
Vanguard	5,246,540	For
BlackRock	4,598,769	For
Fidelity	4,289,916	For
American Century	2,487,452	For
Dimensional	2,062,890	For
Pacer Funds Trust	1,414,941	For
Capital Group	1,186,210	For
Federated Hermes	996,385	For
State Street	598,845	For
Charles Schwab	571,642	For
T. Rowe Price	571,359	For
Ultimus Managers Trust	268,983	For
Invesco	266,254	For
Jackson National	201,543	For
Bridge Builder Trust	155,683	For
Managed Portfolio Series	148,128	For
Equitable	109,190	For
TIAA	108,021	For
MFS	104,561	For
JPMorgan	104,441	For
Columbia Threadneedle	99,376	For
ADVISORS' INNER CIRCLE FUND	87,500	For
Northern Trust	85,293	For
Lord Abbett	82,363	For
QUANTITATIVE MASTER SERIES LLC	78,739	For

Showing the 25 largest of 106 asset managers. See all 106 in the interactive database.

Largest GMS INC. shareholders voting in 2024-2025

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 39,282,000 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.”, 2024-2025
#	Asset manager	% of shares outstanding
1	Vanguard	13.36%
2	BlackRock	11.71%
3	Fidelity	10.92%
4	American Century	6.33%
5	Dimensional	5.25%
6	Pacer Funds Trust	3.60%
7	Capital Group	3.02%
8	Federated Hermes	2.54%
9	State Street	1.52%
10	Charles Schwab	1.46%

Institutional-manager reports: top GMS INC. shareholders by shares voted on “Advisory vote to approve named executive officer compensation.”, 2024-2025
#	Asset manager	% of shares outstanding
1	Fidelity	9.41%
2	American Century	4.34%
3	BlackRock	3.69%
4	State Street	3.58%
5	T. Rowe Price	3.38%
6	Capital Group	3.02%
7	Federated Hermes	2.61%
8	GEODE CAPITAL MANAGEMENT, LLC	2.33%
9	Coliseum Capital Management, LLC	1.60%
10	Charles Schwab	1.56%

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 2024-2025 proxy season
Holder	% outstanding	Disclosure
BlackRock	14.81%	13F
FMR (Fidelity)	14.66%	13F
Vanguard Group	11.72%	13F
Dimensional Funds LP	6.32%	DEF14A
Coliseum Capital Management, LLC	5.00%	DEF14A
State Street	3.75%	13F
Geode Capital	2.29%	13F
Charles Schwab	1.59%	13F
Northern Trust	1.37%	13F
Morgan Stanley	1.07%	13F

Percentages above are of 39,282,000 shares outstanding, as reported by GMS INC. on its Form 10-Q dated July 31, 2024 (see the filing on EDGAR). This is the count contemporaneous with the 2024-2025 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, 2024. This page is a static snapshot rebuilt weekly on October 25, 2026; a live search always shows the current data.

At GMS INC.'s shareholder meeting held October 23, 2024, in the 2024-2025 proxy season, 321 asset managers reported how they voted on 11 ballot items in their SEC Form N-PX filings, covering 4,235 separate fund positions. 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 24, 2024.

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

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