INSTRUCTURE HOLDINGS INC. 2023-2024 Proxy Voting Records

Description as filed by funds: Election of Class III Directors: Steve Daly

INSTRUCTURE HOLDINGS INC.’s own tally for this item (“Elect Director: Steve Daly”): 131,623,543 for, 5,019,913 withheld, per its Form 8-K filed May 23, 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: Elected, in the filing’s own words: “The Company's stockholders elected the following nominees for director to serve as Class III directors for a term expiring at the Company's 2027 Annual Meeting of Stockholders and until their successors are duly elected and qualified.”
Support: 96% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 46 asset managers below reported 3,509,618 for, 3,021,773 withheld.

Showing the 25 largest of 46 asset managers. See all 46 in the interactive database.

Description as filed by funds: Election of Class III Directors: Brian Jaffee

INSTRUCTURE HOLDINGS INC.’s own tally for this item (“Elect Director: Brian Jaffee”): 125,905,921 for, 10,737,535 withheld, per its Form 8-K filed May 23, 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: Elected, in the filing’s own words: “The Company's stockholders elected the following nominees for director to serve as Class III directors for a term expiring at the Company's 2027 Annual Meeting of Stockholders and until their successors are duly elected and qualified.”
Support: 92% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 46 asset managers below reported 472,642 for, 6,058,749 withheld.

Showing the 25 largest of 46 asset managers. See all 46 in the interactive database.

Description as filed by funds: Election of Class III Directors: Lloyd "Buzz" Waterhouse

INSTRUCTURE HOLDINGS INC.’s own tally for this item (“Elect Director: Lloyd "Buzz" Waterhouse”): 136,113,924 for, 529,532 withheld, per its Form 8-K filed May 23, 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: Elected, in the filing’s own words: “The Company's stockholders elected the following nominees for director to serve as Class III directors for a term expiring at the Company's 2027 Annual Meeting of Stockholders and until their successors are duly elected and qualified.”
Support: 99.6% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 46 asset managers below reported 6,443,250 for, 88,141 withheld.

Showing the 25 largest of 46 asset managers. See all 46 in the interactive database.

Description as filed by funds: To approve, by an advisory vote, the compensation of our named executive officers, as disclosed in the Proxy Statement ("say-on-pay").

INSTRUCTURE HOLDINGS INC.’s own tally for this item (“2. Proposal to approve, by an advisory vote, the compensation of the Company's named executive officers, as disclosed in the Company's Definitive Proxy Statement filed with the U.S. Securities and Exchange Commission on ”): 134,970,126 for, 1,666,581 against — passed, per its Form 8-K filed May 23, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “The compensation of the Company's named executive officers was approved on an advisory basis.”
Support: 99% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports, all 46 managers: 6,500,472 for, 30,919 against. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports, all 114 managers: 129,173,688 for, 1,541,445 against, 52 unknown. Showing the 25 largest; see all in the interactive database.

Description as filed by funds: TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2024.

INSTRUCTURE HOLDINGS INC.’s own tally for this item (“3. Proposal to ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the year ending December 31, 2024”): 139,867,891 for, 243,750 against — passed, per its Form 8-K filed May 23, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “The appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the year ending December 31, 2023 was ratified.”
Support: 99.8% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 46 asset managers below reported 6,487,430 for, 43,961 against.

Showing the 25 largest of 46 asset managers. See all 46 in the interactive database.