ITERIS INC. 2024-2025 Proxy Voting Records

Description as filed by funds: To adopt the Agreement and Plan of Merger, dated August 8, 2024 (as it may be amended from time to time, the "Merger Agreement"), by and among Almaviva S.p.A., an Italian Societa per azioni ("Parent"), Pantheon Merger Sub Inc., a Delaware corporation and an indirect wholly owned subsidiary of Parent and Iteris, Inc.

The 39 asset managers below reported 7,891,007 for, 10,140 abstained. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

Showing the 25 largest of 39 asset managers. See all 39 in the interactive database.

Description as filed by funds: TO APPROVE ONE OR MORE ADJOURNMENTS OF THE SPECIAL MEETING TO A LATER DATE OR DATES, IF NECESSARY, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT VOTES TO ADOPT THE MERGER AGREEMENT AT THE TIME OF THE SPECIAL MEETING.

ITERIS INC.’s own tally for this item (“2. Adjournment of the Special Meeting”): 28,884,372 for, 2,150,078 against — passed, per its Form 8-K filed October 23, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Proposal No. 2: Adjournment of the Special Meeting The Company's stockholders approved the proposal to adjourn the Special Meeting, if necessary, to solicit additional proxies to adopt the Merger Agreement, as follows:”
Support: 93% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 41 asset managers below reported 6,952,057 for, 944,401 against, 10,140 abstained.

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

Description as filed by funds: To approve, on a non binding, advisory basis, certain compensation that will or may become payable to Iteris, Inc.'s named executive officers in connection with the transactions contemplated by the Merger Agreement.

ITERIS INC.’s own tally for this item (“3. Advisory Vote on Merger-Related Named Executive Officer Compensation”): 26,216,424 for, 4,704,427 against — passed, per its Form 8-K filed October 23, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Proposal No. 3: Advisory Vote on Merger-Related Named Executive Officer Compensation The Company's stockholders approved, on a non-binding, advisory basis, certain compensation that will or may become payable to the Company's named executive officers in connection with the Merger as follows:”
Support: 85% 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 40 managers: 6,566,884 for, 1,314,122 against, 20,296 abstained. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports, all 87 managers: 13,801,590 for, 2,975,939 against, 20,296 abstained. Showing the 25 largest; see all in the interactive database.

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, all 1 managers: 5,296 for.

Institutional-manager reports, all 1 managers: 18,540 for.