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HERON THERAPEUTICS INC. 2023-2024 Proxy Voting Records

Compiled from SEC Form N-PX filings and HERON THERAPEUTICS INC.’s Form 8-K, filed June 18, 2024 (Item 5.07 on EDGAR). Page generated October 25, 2026.

11Ballot items
159Asset managers
1,473Fund votes
June 13, 2024Meeting date

Results at a glance

Meeting of June 13, 2024: 11 items on HERON THERAPEUTICS INC.’s Form 8-K, filed June 18, 2024: 11 without a stated outcome.

Material dissent

5. Amendment to the Company's 2007 Amended and Restated Equity Incentive Plan to increase the number of shares of the Company's common… 72% of votes cast Outcome not stated Under 80%

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 2025-2026

Explore HERON THERAPEUTICS INC. in the interactive database Compare manager voting policies

Official 2023-2024 meeting results reported by HERON THERAPEUTICS INC.

These tallies are HERON THERAPEUTICS INC.’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K, filed June 18, 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.

HERON THERAPEUTICS INC. — official shareholder meeting results, meeting held June 13, 2024
Ballot item	For	Against	Abstain	Withheld	Broker non-votes	Support (of votes cast)	Reported outcome	Voting standard
Elect Director: Mr. Collard	87,052,188	622,098	1,794,705	--	29,159,734	99.2%	Not verified	—
Elect Director: Dr. Dissanaike	86,622,579	875,337	1,971,075	--	29,159,734	99%	Not verified	—
Elect Director: Mr. Johnson	86,610,323	864,346	1,994,322	--	29,159,734	99.0%	Not verified	—
Elect Director: Mr. Morgan	86,819,401	667,561	1,982,029	--	29,159,734	99.2%	Not verified	—
Elect Director: Ms. Rodriguez	86,593,635	879,793	1,995,563	--	29,159,734	99%	Not verified	—
Elect Director: Mr. Waage	86,762,924	711,926	1,994,141	--	29,159,734	99.1%	Not verified	—
2. Ratification of the appointment of Withum Smith+Brown, PC as the Company's independent registered public accounting firm for the year ending December 31, 2024	114,364,367	358,527	3,905,831	--	0	99.6%	Not verified	—
3. Nonbinding advisory vote to approve compensation paid to the Company's Named Executive Officers during the year ended December 31, 2023	72,711,988	14,427,205	2,329,798	--	29,159,734	83%	Not verified	—
4. Amendment to the Company's Certificate of Incorporation, as amended, to increase the aggregate number of authorized shares of the Company's common stock by 175,000,000 from 225,000,000 to 400,000,000	104,392,527	11,372,028	2,864,170	--	0	90%	Not verified	—
5. Amendment to the Company's 2007 Amended and Restated Equity Incentive Plan to increase the number of shares of the Company's common stock authorized for issuance thereunder by 7,500,000 from 39,190,000 to 46,690,000	62,949,448	24,467,411	2,052,132	--	29,159,734	72%	Not verified	—
6. Amendment to the Company's 1997 Employee Stock Purchase Plan, as amended, to increase the number of shares of the Company's common stock authorized for issuance thereunder by 1,200,000 from 2,225,000 to 3,425,000	82,707,274	5,000,632	1,761,085	--	29,159,734	94%	Not verified	—

Source: HERON THERAPEUTICS INC., Form 8-K, filed with the SEC on June 18, 2024 — read the filing on EDGAR.

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

Each item below shows how the 159 asset managers that disclosed a HERON THERAPEUTICS 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: Mr. Morgan

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 3 wordings of this item as funds reported it.

99.2% Majority: yes · of votes cast

FOR 99.2%

FOR: 86,819,401AGAINST: 667,561

Details: description as filed, official tally, votes by 41 asset managers

Description as filed by funds: To elect six director nominees to serve until the 2025 Annual Meeting of Stockholders and until their successors are duly elected and qualified: Adam Morgan

HERON THERAPEUTICS INC.’s own tally for this item (“Elect Director: Mr. Morgan”): 86,819,401 for, 667,561 against, per its Form 8-K filed June 18, 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: 99.2% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 41 asset managers below reported 12,610,374 for, 34,692 abstained.

FOR

FOR: 12,610,374ABSTAIN: 34,692

Largest asset managers voting on “To elect six director nominees to serve until the 2025 Annual Meeting of Stockholders and until their successo” at HERON THERAPEUTICS INC., 2023-2024
Asset manager	For	Abstain	Vote
Vanguard	5,357,334	0	For
BlackRock	2,600,053	0	For
FRANKLIN STRATEGIC SERIES	1,632,692	0	For
State Street	582,775	0	For
Charles Schwab	502,940	0	For
Equitable	274,608	0	For
SEI	240,911	0	For
HIGHLAND GLOBAL ALLOCATION FUND	232,800	0	For
Jacob Funds Inc.	224,108	0	For
QUANTITATIVE MASTER SERIES LLC	185,313	0	For
Lincoln Financial	134,700	0	For
TIAA	116,628	0	For
Fidelity	93,989	0	For
Brighthouse	19,319	34,692	Mixed
Federated Hermes	47,993	0	For
Northern Trust	46,803	0	For
Zacks Trust	41,348	0	For
Pacific Life	33,105	0	For
Voya	32,333	0	For
Bridge Builder Trust	24,518	0	For
Legg Mason	21,926	0	For
John Hancock	19,729	0	For
AQR	19,191	0	For
Victory Capital	18,762	0	For
Principal Exchange-Traded Funds	16,236	0	For

Showing the 25 largest of 41 asset managers. See all 41 in the interactive database.

2. Elect Director: Mr. Waage

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 3 wordings of this item as funds reported it.

99.1% Majority: yes · of votes cast

FOR 99.1%

FOR: 86,762,924AGAINST: 711,926

Details: description as filed, official tally, votes by 41 asset managers

Description as filed by funds: To elect six director nominees to serve until the 2025 Annual Meeting of Stockholders and until their successors are duly elected and qualified: Christian Waage

HERON THERAPEUTICS INC.’s own tally for this item (“Elect Director: Mr. Waage”): 86,762,924 for, 711,926 against, per its Form 8-K filed June 18, 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: 99.1% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 41 asset managers below reported 12,603,246 for, 7,128 against, 34,692 abstained.

FOR

FOR: 12,603,246AGAINST: 7,128ABSTAIN: 34,692

Largest asset managers voting on “To elect six director nominees to serve until the 2025 Annual Meeting of Stockholders and until their successo” at HERON THERAPEUTICS INC., 2023-2024
Asset manager	For	Abstain	Vote
Vanguard	5,357,334	0	For
BlackRock	2,600,053	0	For
FRANKLIN STRATEGIC SERIES	1,632,692	0	For
State Street	582,775	0	For
Charles Schwab	502,940	0	For
Equitable	274,608	0	For
SEI	240,911	0	For
HIGHLAND GLOBAL ALLOCATION FUND	232,800	0	For
Jacob Funds Inc.	224,108	0	For
QUANTITATIVE MASTER SERIES LLC	185,313	0	For
Lincoln Financial	134,700	0	For
TIAA	116,628	0	For
Fidelity	93,989	0	For
Brighthouse	19,319	34,692	Mixed
Federated Hermes	47,993	0	For
Northern Trust	46,803	0	For
Zacks Trust	41,348	0	For
Pacific Life	33,105	0	For
Voya	32,333	0	For
Bridge Builder Trust	24,518	0	For
Legg Mason	21,926	0	For
John Hancock	19,729	0	For
AQR	19,191	0	For
Victory Capital	18,762	0	For
Principal Exchange-Traded Funds	16,236	0	For

Showing the 25 largest of 41 asset managers. See all 41 in the interactive database.

3. Elect Director: Mr. Collard

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 3 wordings of this item as funds reported it.

99.2% Majority: yes · of votes cast

FOR 99.2%

FOR: 87,052,188AGAINST: 622,098

Details: description as filed, official tally, votes by 41 asset managers

Description as filed by funds: To elect six director nominees to serve until the 2025 Annual Meeting of Stockholders and until their successors are duly elected and qualified: Craig Collard

HERON THERAPEUTICS INC.’s own tally for this item (“Elect Director: Mr. Collard”): 87,052,188 for, 622,098 against, per its Form 8-K filed June 18, 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 41 asset managers below reported 12,610,374 for, 34,692 abstained.

FOR

FOR: 12,610,374ABSTAIN: 34,692

Largest asset managers voting on “To elect six director nominees to serve until the 2025 Annual Meeting of Stockholders and until their successo” at HERON THERAPEUTICS INC., 2023-2024
Asset manager	For	Abstain	Vote
Vanguard	5,357,334	0	For
BlackRock	2,600,053	0	For
FRANKLIN STRATEGIC SERIES	1,632,692	0	For
State Street	582,775	0	For
Charles Schwab	502,940	0	For
Equitable	274,608	0	For
SEI	240,911	0	For
HIGHLAND GLOBAL ALLOCATION FUND	232,800	0	For
Jacob Funds Inc.	224,108	0	For
QUANTITATIVE MASTER SERIES LLC	185,313	0	For
Lincoln Financial	134,700	0	For
TIAA	116,628	0	For
Fidelity	93,989	0	For
Brighthouse	19,319	34,692	Mixed
Federated Hermes	47,993	0	For
Northern Trust	46,803	0	For
Zacks Trust	41,348	0	For
Pacific Life	33,105	0	For
Voya	32,333	0	For
Bridge Builder Trust	24,518	0	For
Legg Mason	21,926	0	For
John Hancock	19,729	0	For
AQR	19,191	0	For
Victory Capital	18,762	0	For
Principal Exchange-Traded Funds	16,236	0	For

Showing the 25 largest of 41 asset managers. See all 41 in the interactive database.

4. Elect Director: Mr. Johnson

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 3 wordings of this item as funds reported it.

99.0% Majority: yes · of votes cast

FOR 99.0%

FOR: 86,610,323AGAINST: 864,346

Details: description as filed, official tally, votes by 41 asset managers

Description as filed by funds: To elect six director nominees to serve until the 2025 Annual Meeting of Stockholders and until their successors are duly elected and qualified: Craig Johnson

HERON THERAPEUTICS INC.’s own tally for this item (“Elect Director: Mr. Johnson”): 86,610,323 for, 864,346 against, per its Form 8-K filed June 18, 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: 99.0% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 41 asset managers below reported 12,561,961 for, 48,413 against, 34,692 abstained.

FOR

FOR: 12,561,961AGAINST: 48,413ABSTAIN: 34,692

Largest asset managers voting on “To elect six director nominees to serve until the 2025 Annual Meeting of Stockholders and until their successo” at HERON THERAPEUTICS INC., 2023-2024
Asset manager	For	Against	Abstain	Vote
Vanguard	5,357,334	0	0	For
BlackRock	2,600,053	0	0	For
FRANKLIN STRATEGIC SERIES	1,632,692	0	0	For
State Street	582,775	0	0	For
Charles Schwab	502,940	0	0	For
Equitable	274,608	0	0	For
SEI	240,911	0	0	For
HIGHLAND GLOBAL ALLOCATION FUND	232,800	0	0	For
Jacob Funds Inc.	224,108	0	0	For
QUANTITATIVE MASTER SERIES LLC	185,313	0	0	For
Lincoln Financial	134,700	0	0	For
TIAA	116,628	0	0	For
Fidelity	93,989	0	0	For
Brighthouse	19,319	0	34,692	Mixed
Federated Hermes	0	47,993	0	Against
Northern Trust	46,803	0	0	For
Zacks Trust	41,348	0	0	For
Pacific Life	33,105	0	0	For
Voya	32,333	0	0	For
Bridge Builder Trust	24,518	0	0	For
Legg Mason	21,926	0	0	For
John Hancock	19,729	0	0	For
AQR	19,191	0	0	For
Victory Capital	18,762	0	0	For
Principal Exchange-Traded Funds	16,236	0	0	For

Showing the 25 largest of 41 asset managers. See all 41 in the interactive database.

5. Elect Director: Dr. Dissanaike

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 3 wordings of this item as funds reported it.

99% Majority: yes · of votes cast

FOR 99%

FOR: 86,622,579AGAINST: 875,337

Details: description as filed, official tally, votes by 41 asset managers

Description as filed by funds: To elect six director nominees to serve until the 2025 Annual Meeting of Stockholders and until their successors are duly elected and qualified: Sharmila Dissanaike, M.D., FACS, FCCM

HERON THERAPEUTICS INC.’s own tally for this item (“Elect Director: Dr. Dissanaike”): 86,622,579 for, 875,337 against, per its Form 8-K filed June 18, 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% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 41 asset managers below reported 12,561,961 for, 48,413 against, 34,692 abstained.

FOR

FOR: 12,561,961AGAINST: 48,413ABSTAIN: 34,692

Largest asset managers voting on “To elect six director nominees to serve until the 2025 Annual Meeting of Stockholders and until their successo” at HERON THERAPEUTICS INC., 2023-2024
Asset manager	For	Against	Abstain	Vote
Vanguard	5,357,334	0	0	For
BlackRock	2,600,053	0	0	For
FRANKLIN STRATEGIC SERIES	1,632,692	0	0	For
State Street	582,775	0	0	For
Charles Schwab	502,940	0	0	For
Equitable	274,608	0	0	For
SEI	240,911	0	0	For
HIGHLAND GLOBAL ALLOCATION FUND	232,800	0	0	For
Jacob Funds Inc.	224,108	0	0	For
QUANTITATIVE MASTER SERIES LLC	185,313	0	0	For
Lincoln Financial	134,700	0	0	For
TIAA	116,628	0	0	For
Fidelity	93,989	0	0	For
Brighthouse	19,319	0	34,692	Mixed
Federated Hermes	0	47,993	0	Against
Northern Trust	46,803	0	0	For
Zacks Trust	41,348	0	0	For
Pacific Life	33,105	0	0	For
Voya	32,333	0	0	For
Bridge Builder Trust	24,518	0	0	For
Legg Mason	21,926	0	0	For
John Hancock	19,729	0	0	For
AQR	19,191	0	0	For
Victory Capital	18,762	0	0	For
Principal Exchange-Traded Funds	16,236	0	0	For

Showing the 25 largest of 41 asset managers. See all 41 in the interactive database.

6. Elect Director: Ms. Rodriguez

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 3 wordings of this item as funds reported it.

99% Majority: yes · of votes cast

FOR 99%

FOR: 86,593,635AGAINST: 879,793

Details: description as filed, official tally, votes by 41 asset managers

Description as filed by funds: To elect six director nominees to serve until the 2025 Annual Meeting of Stockholders and until their successors are duly elected and qualified: Susan Rodriguez

HERON THERAPEUTICS INC.’s own tally for this item (“Elect Director: Ms. Rodriguez”): 86,593,635 for, 879,793 against, per its Form 8-K filed June 18, 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 41 asset managers below reported 12,561,961 for, 48,413 against, 34,692 abstained.

FOR

FOR: 12,561,961AGAINST: 48,413ABSTAIN: 34,692

Largest asset managers voting on “To elect six director nominees to serve until the 2025 Annual Meeting of Stockholders and until their successo” at HERON THERAPEUTICS INC., 2023-2024
Asset manager	For	Against	Abstain	Vote
Vanguard	5,357,334	0	0	For
BlackRock	2,600,053	0	0	For
FRANKLIN STRATEGIC SERIES	1,632,692	0	0	For
State Street	582,775	0	0	For
Charles Schwab	502,940	0	0	For
Equitable	274,608	0	0	For
SEI	240,911	0	0	For
HIGHLAND GLOBAL ALLOCATION FUND	232,800	0	0	For
Jacob Funds Inc.	224,108	0	0	For
QUANTITATIVE MASTER SERIES LLC	185,313	0	0	For
Lincoln Financial	134,700	0	0	For
TIAA	116,628	0	0	For
Fidelity	93,989	0	0	For
Brighthouse	19,319	0	34,692	Mixed
Federated Hermes	0	47,993	0	Against
Northern Trust	46,803	0	0	For
Zacks Trust	41,348	0	0	For
Pacific Life	33,105	0	0	For
Voya	32,333	0	0	For
Bridge Builder Trust	24,518	0	0	For
Legg Mason	21,926	0	0	For
John Hancock	19,729	0	0	For
AQR	19,191	0	0	For
Victory Capital	18,762	0	0	For
Principal Exchange-Traded Funds	16,236	0	0	For

Showing the 25 largest of 41 asset managers. See all 41 in the interactive database.

7. 4. Amendment to the Company's Certificate of Incorporation, as amended, to increase the aggregate number of authorized…

Outcome not verifiedCAPITAL STRUCTUREReported outcome: Not verified

90% Majority: yes · of votes cast

FOR 90%

FOR: 104,392,527AGAINST: 11,372,028

Details: description as filed, official tally, votes by 41 asset managers

Description as filed by funds: TO AMEND THE COMPANY'S CERTIFICATE OF INCORPORATION TO INCREASE THE AGGREGATE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK BY 175,000,000 FROM 225,000,000 TO 400,000,000.

HERON THERAPEUTICS INC.’s own tally for this item (“4. Amendment to the Company's Certificate of Incorporation, as amended, to increase the aggregate number of authorized shares of the Company's common stock by 175,000,000 from 225,000,000 to 400,000,000”): 104,392,527 for, 11,372,028 against, per its Form 8-K filed June 18, 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: 90% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 41 asset managers below reported 12,548,714 for, 96,352 against.

FOR

FOR: 12,548,714AGAINST: 96,352

Largest asset managers voting on “TO AMEND THE COMPANY'S CERTIFICATE OF INCORPORATION TO INCREASE THE AGGREGATE NUMBER OF AUTHORIZED SHARES OF C” at HERON THERAPEUTICS INC., 2023-2024
Asset manager	For	Against	Vote
Vanguard	5,357,334	0	For
BlackRock	2,600,053	0	For
FRANKLIN STRATEGIC SERIES	1,632,692	0	For
State Street	582,775	0	For
Charles Schwab	502,940	0	For
Equitable	274,608	0	For
SEI	240,911	0	For
HIGHLAND GLOBAL ALLOCATION FUND	232,800	0	For
Jacob Funds Inc.	162,448	61,660	Mixed
QUANTITATIVE MASTER SERIES LLC	185,313	0	For
Lincoln Financial	134,700	0	For
TIAA	116,628	0	For
Fidelity	93,989	0	For
Brighthouse	19,319	34,692	Mixed
Federated Hermes	47,993	0	For
Northern Trust	46,803	0	For
Zacks Trust	41,348	0	For
Pacific Life	33,105	0	For
Voya	32,333	0	For
Bridge Builder Trust	24,518	0	For
Legg Mason	21,926	0	For
John Hancock	19,729	0	For
AQR	19,191	0	For
Victory Capital	18,762	0	For
Principal Exchange-Traded Funds	16,236	0	For

Showing the 25 largest of 41 asset managers. See all 41 in the interactive database.

8. 6. Amendment to the Company's 1997 Employee Stock Purchase Plan, as amended, to increase the number of shares of the…

Outcome not verifiedCOMPENSATIONReported outcome: Not verified

Combines 2 wordings of this item as funds reported it.

94% Majority: yes · of votes cast

FOR 94%

FOR: 82,707,274AGAINST: 5,000,632

Details: description as filed, official tally, votes by 42 asset managers

Description as filed by funds: TO AMEND THE ESPP TO INCREASE THE NUMBER OF SHARES OF COMMON STOCK AUTHORIZED FOR ISSUANCE THEREUNDER BY 1,200,000 FROM 2,225,000 TO 3,425,000.

HERON THERAPEUTICS INC.’s own tally for this item (“6. Amendment to the Company's 1997 Employee Stock Purchase Plan, as amended, to increase the number of shares of the Company's common stock authorized for issuance thereunder by 1,200,000 from 2,225,000 to 3,425,000”): 82,707,274 for, 5,000,632 against, per its Form 8-K filed June 18, 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: 94% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 42 asset managers below reported 12,588,876 for, 96,352 against.

FOR

FOR: 12,588,876AGAINST: 96,352

Largest asset managers voting on “TO AMEND THE ESPP TO INCREASE THE NUMBER OF SHARES OF COMMON STOCK AUTHORIZED FOR ISSUANCE THEREUNDER BY 1,200” at HERON THERAPEUTICS INC., 2023-2024
Asset manager	For	Against	Vote
Vanguard	5,357,334	0	For
BlackRock	2,600,053	0	For
FRANKLIN STRATEGIC SERIES	1,632,692	0	For
State Street	582,775	0	For
Charles Schwab	502,940	0	For
Equitable	274,608	0	For
SEI	240,911	0	For
HIGHLAND GLOBAL ALLOCATION FUND	232,800	0	For
Jacob Funds Inc.	162,448	61,660	Mixed
QUANTITATIVE MASTER SERIES LLC	185,313	0	For
Lincoln Financial	134,700	0	For
TIAA	116,628	0	For
Fidelity	93,989	0	For
Brighthouse	19,319	34,692	Mixed
Federated Hermes	47,993	0	For
Northern Trust	46,803	0	For
Zacks Trust	41,348	0	For
GRIMES & COMPANY, INC.	40,162	0	For
Pacific Life	33,105	0	For
Voya	32,333	0	For
Bridge Builder Trust	24,518	0	For
Legg Mason	21,926	0	For
John Hancock	19,729	0	For
AQR	19,191	0	For
Victory Capital	18,762	0	For

Showing the 25 largest of 42 asset managers. See all 42 in the interactive database.

9. 5. Amendment to the Company's 2007 Amended and Restated Equity Incentive Plan to increase the number of shares of the…

Outcome not verifiedCOMPENSATIONReported outcome: Not verified

72% Majority: yes · of votes cast

FOR 72%AGAINST

FOR: 62,949,448AGAINST: 24,467,411

Details: description as filed, official tally, votes by 41 asset managers

Description as filed by funds: TO AMEND THE 2007 PLAN TO INCREASE THE NUMBER OF SHARES OF COMMON STOCK AUTHORIZED FOR ISSUANCE THEREUNDER BY 7,500,000 FROM 39,190,000 TO 46,690,000.

HERON THERAPEUTICS INC.’s own tally for this item (“5. Amendment to the Company's 2007 Amended and Restated Equity Incentive Plan to increase the number of shares of the Company's common stock authorized for issuance thereunder by 7,500,000 from 39,190,000 to 46,690,000”): 62,949,448 for, 24,467,411 against, per its Form 8-K filed June 18, 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: 72% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 41 asset managers below reported 10,944,463 for, 1,665,911 against, 34,692 abstained.

FOR

FOR: 10,944,463AGAINST: 1,665,911ABSTAIN: 34,692

Largest asset managers voting on “TO AMEND THE 2007 PLAN TO INCREASE THE NUMBER OF SHARES OF COMMON STOCK AUTHORIZED FOR ISSUANCE THEREUNDER BY ” at HERON THERAPEUTICS INC., 2023-2024
Asset manager	For	Against	Abstain	Vote
Vanguard	5,357,334	0	0	For
BlackRock	2,600,053	0	0	For
FRANKLIN STRATEGIC SERIES	1,632,692	0	0	For
State Street	0	582,775	0	Against
Charles Schwab	502,940	0	0	For
Equitable	109,578	165,030	0	Mixed
SEI	240,911	0	0	For
HIGHLAND GLOBAL ALLOCATION FUND	0	232,800	0	Against
Jacob Funds Inc.	162,448	61,660	0	Mixed
QUANTITATIVE MASTER SERIES LLC	185,313	0	0	For
Lincoln Financial	0	134,700	0	Against
TIAA	0	116,628	0	Against
Fidelity	0	93,989	0	Against
Brighthouse	0	19,319	34,692	Mixed
Federated Hermes	47,993	0	0	For
Northern Trust	0	46,803	0	Against
Zacks Trust	41,348	0	0	For
Pacific Life	33,105	0	0	For
Voya	0	32,333	0	Against
Bridge Builder Trust	24,518	0	0	For
Legg Mason	0	21,926	0	Against
John Hancock	0	19,729	0	Against
AQR	0	19,191	0	Against
Victory Capital	0	18,762	0	Against
Principal Exchange-Traded Funds	0	16,236	0	Against

Showing the 25 largest of 41 asset managers. See all 41 in the interactive database.

10. 3. Nonbinding advisory vote to approve compensation paid to the Company's Named Executive Officers during the year…

Outcome not verified Fund totals may overlapSECTION 14A SAY-ON-PAY VOTESReported outcome: Not verified

Combines 5 wordings of this item as funds reported it.

83% Majority: yes · of votes cast

FOR 83%AGAINST

FOR: 72,711,988AGAINST: 14,427,205

Details: description as filed, official tally, votes by 158 asset managers

Description as filed by funds: TO APPROVE, ON A NONBINDING ADVISORY BASIS, COMPENSATION PAID TO OUR NAMED EXECUTIVE OFFICERS DURING THE FISCAL YEAR ENDED DECEMBER 31, 2023.

HERON THERAPEUTICS INC.’s own tally for this item (“3. Nonbinding advisory vote to approve compensation paid to the Company's Named Executive Officers during the year ended December 31, 2023”): 72,711,988 for, 14,427,205 against, per its Form 8-K filed June 18, 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: 83% 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: 41 asset managers voting on “TO APPROVE, ON A NONBINDING ADVISORY BASIS, COMPENSATION PAID TO OUR NAMED EXECUTIVE OFFICERS DURING THE FISCA” at HERON THERAPEUTICS INC., 2023-2024
Asset manager	For	Against	Abstain	Vote
Vanguard	5,357,334	0	0	For
BlackRock	2,600,053	0	0	For
FRANKLIN STRATEGIC SERIES	1,632,692	0	0	For
State Street	582,775	0	0	For
Charles Schwab	0	502,940	0	Against
Equitable	274,608	0	0	For
SEI	0	240,911	0	Against
HIGHLAND GLOBAL ALLOCATION FUND	0	232,800	0	Against
Jacob Funds Inc.	224,108	0	0	For
QUANTITATIVE MASTER SERIES LLC	185,313	0	0	For
Lincoln Financial	134,700	0	0	For
TIAA	116,628	0	0	For
Fidelity	93,989	0	0	For
Brighthouse	19,319	0	34,692	Mixed
Federated Hermes	0	47,993	0	Against
Northern Trust	46,803	0	0	For
Zacks Trust	41,348	0	0	For
Pacific Life	33,105	0	0	For
Voya	32,333	0	0	For
Bridge Builder Trust	24,518	0	0	For
Legg Mason	21,926	0	0	For
John Hancock	19,729	0	0	For
AQR	19,191	0	0	For
Victory Capital	18,762	0	0	For
Principal Exchange-Traded Funds	16,236	0	0	For

Fund voting reports, all 41 managers: 11,576,587 for, 1,033,787 against, 34,692 abstained. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports: 132 asset managers voting on “TO APPROVE, ON A NONBINDING ADVISORY BASIS, COMPENSATION PAID TO OUR NAMED EXECUTIVE OFFICERS DURING THE FISCA” at HERON THERAPEUTICS INC., 2023-2024
Asset manager	For	Against	Abstain	Withheld	Vote
Rubric Capital Management LP	26,713,503	0	0	0	For
ORBIMED ADVISORS LLC	0	8,268,036	0	0	Against
Velan Capital Investment Management LP	6,986,744	0	0	0	For
FRANKLIN ADVISERS INC	4,902,703	0	0	0	For
BlackRock	2,634,412	0	0	0	For
PALISADE CAPITAL MANAGEMENT, LP	2,292,694	0	0	0	For
JW Asset Management, LLC	0	0	0	0	--
Orchard Capital Management, LLC	0	0	0	2,018,126	Withhold
Clearline Capital LP	1,747,533	0	0	0	For
State Street	1,734,998	0	0	0	For
Monaco Asset Management SAM	0	0	1,683,164	0	Abstain
NEW YORK STATE COMMON RETIREMENT FUND	0	1,094,219	0	0	Against
ADAGE CAPITAL PARTNERS GP, L.L.C.	936,418	0	0	0	For
Charles Schwab	0	502,940	0	0	Against
Northern Trust	459,734	126	0	0	For
DE Shaw	420,954	0	0	0	For
Renaissance	410,346	0	0	0	For
MELLON INVESTMENTS Corp	388,983	0	0	0	For
Wellington	0	374,702	0	0	Against
Goldman Sachs	254,623	0	0	0	For
SEI	0	241,411	0	0	Against
Citadel	197,394	0	0	0	For
CALIFORNIA STATE TEACHERS RETIREMENT SYSTEM	170,409	0	0	0	For
AllianceBernstein	165,030	0	0	0	For
STATE BOARD OF ADMINISTRATION OF FLORIDA RETIREMENT SYSTEM	0	163,823	0	0	Against

Institutional-manager reports, all 132 managers: 52,007,694 for, 11,034,303 against, 2,018,126 withheld, 1,683,164 abstained, 2,292,418 unknown. Showing the 25 largest; see all in the interactive database.

11. 2. Ratification of the appointment of Withum Smith+Brown, PC as the Company's independent registered public accounting…

Outcome not verifiedAUDIT-RELATEDReported outcome: Not verified

99.6% Majority: yes · of votes cast

FOR 99.6%

FOR: 114,364,367AGAINST: 358,527

Details: description as filed, official tally, votes by 41 asset managers

Description as filed by funds: TO RATIFY THE APPOINTMENT OF WITHUM AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2024.

HERON THERAPEUTICS INC.’s own tally for this item (“2. Ratification of the appointment of Withum Smith+Brown, PC as the Company's independent registered public accounting firm for the year ending December 31, 2024”): 114,364,367 for, 358,527 against, per its Form 8-K filed June 18, 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 + AGAINST); abstentions and broker non-votes are excluded.

The 41 asset managers below reported 12,610,374 for, 34,692 abstained.

FOR

FOR: 12,610,374ABSTAIN: 34,692

Largest asset managers voting on “TO RATIFY THE APPOINTMENT OF WITHUM AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR E” at HERON THERAPEUTICS INC., 2023-2024
Asset manager	For	Abstain	Vote
Vanguard	5,357,334	0	For
BlackRock	2,600,053	0	For
FRANKLIN STRATEGIC SERIES	1,632,692	0	For
State Street	582,775	0	For
Charles Schwab	502,940	0	For
Equitable	274,608	0	For
SEI	240,911	0	For
HIGHLAND GLOBAL ALLOCATION FUND	232,800	0	For
Jacob Funds Inc.	224,108	0	For
QUANTITATIVE MASTER SERIES LLC	185,313	0	For
Lincoln Financial	134,700	0	For
TIAA	116,628	0	For
Fidelity	93,989	0	For
Brighthouse	19,319	34,692	Mixed
Federated Hermes	47,993	0	For
Northern Trust	46,803	0	For
Zacks Trust	41,348	0	For
Pacific Life	33,105	0	For
Voya	32,333	0	For
Bridge Builder Trust	24,518	0	For
Legg Mason	21,926	0	For
John Hancock	19,729	0	For
AQR	19,191	0	For
Victory Capital	18,762	0	For
Principal Exchange-Traded Funds	16,236	0	For

Showing the 25 largest of 41 asset managers. See all 41 in the interactive database.

Largest HERON THERAPEUTICS 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 150,653,158 shares outstanding at the time of that meeting.

Fund voting reports: top HERON THERAPEUTICS INC. shareholders by shares voted on “TO APPROVE, ON A NONBINDING ADVISORY BASIS, COMPENSATION PAID TO OUR NAMED EXECUTIVE OFFICERS…”, 2023-2024
#	Asset manager	% of shares outstanding
1	Vanguard	3.56%
2	BlackRock	1.73%
3	FRANKLIN STRATEGIC SERIES	1.08%
4	State Street	0.39%
5	Charles Schwab	0.33%
6	Equitable	0.18%
7	SEI	0.16%
8	HIGHLAND GLOBAL ALLOCATION FUND	0.15%
9	Jacob Funds Inc.	0.15%
10	QUANTITATIVE MASTER SERIES LLC	0.12%

Institutional-manager reports: top HERON THERAPEUTICS INC. shareholders by shares voted on “TO APPROVE, ON A NONBINDING ADVISORY BASIS, COMPENSATION PAID TO OUR NAMED EXECUTIVE OFFICERS…”, 2023-2024
#	Asset manager	% of shares outstanding
1	Rubric Capital Management LP	17.73%
2	ORBIMED ADVISORS LLC	5.49%
3	Velan Capital Investment Management LP	4.64%
4	FRANKLIN ADVISERS INC	3.25%
5	BlackRock	1.75%
6	PALISADE CAPITAL MANAGEMENT, LP	1.52%
7	JW Asset Management, LLC	1.52%
8	Orchard Capital Management, LLC	1.34%
9	Clearline Capital LP	1.16%
10	State Street	1.15%

Reported HERON THERAPEUTICS 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.

HERON THERAPEUTICS INC. holdings and ownership disclosed for the 2023-2024 proxy season
Holder	% outstanding	Disclosure
Rubric Capital Management LP	17.73%	DEF14A
BlackRock	6.63%	13F
Vanguard Group	5.62%	13F
Adam Morgan	4.70%	DEF14A
Franklin Templeton	4.23%	13F
Geode Capital	1.86%	13F
D.E. Shaw	1.79%	13F
State Street	1.62%	13F
Renaissance Technologies	1.60%	13F
Goldman Sachs	0.88%	13F

Percentages above are of 150,653,158 shares outstanding, as reported by HERON THERAPEUTICS INC. on its Form 10-Q dated May 2, 2024 (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 HERON THERAPEUTICS INC.’s 10-Q dated May 2, 2024. This page is a static snapshot rebuilt weekly on October 25, 2026; a live search always shows the current data.

At HERON THERAPEUTICS INC.'s shareholder meeting held June 13, 2024, in the 2023-2024 proxy season, 159 asset managers reported how they voted on 11 ballot items in their SEC Form N-PX filings, covering 1,473 separate fund positions. On the most widely held item on that ballot — TO APPROVE, ON A NONBINDING ADVISORY BASIS, COMPENSATION PAID TO OUR NAMED EXECUTIVE OFFICERS… — FOR was 83% 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), which is more than half. Whether the item was approved is for the filing to say; that statement has not been read for this item. Source: HERON THERAPEUTICS INC.'s Form 8-K, Item 5.07, filed with the U.S. Securities and Exchange Commission on June 18, 2024.

HERON THERAPEUTICS INC. proxy season coverage: 2023-2024 (this page) · 2024-2025 · 2025-2026.

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