Home › Companies › KARUNA THERAPEUTICS INC. › 2023-2024

KARUNA THERAPEUTICS INC. 2023-2024 Proxy Voting Records

Compiled from SEC Form N-PX filings and KARUNA THERAPEUTICS INC.’s Form 8-K, filed March 12, 2024 (Item 5.07 on EDGAR). Page generated October 18, 2026.

  • 4Reported items
  • 315Asset managers
  • 1,340Fund votes
  • March 12, 2024Meeting date

Results at a glance

Meeting of March 12, 2024: 2 items on KARUNA THERAPEUTICS INC.’s Form 8-K, filed March 12, 2024: 2 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

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

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

These tallies are KARUNA THERAPEUTICS INC.’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K, filed March 12, 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.

KARUNA THERAPEUTICS INC. — official shareholder meeting results, meeting held March 12, 2024
Ballot itemForAgainst AbstainWithheldBroker non-votesSupport (of votes cast)Reported outcomeVoting standard
The proposal to adopt the Merger Agreement, pursuant to which, subject to the terms and conditions set forth therein, Merger Sub will be merged with and into Karuna, the separate corporate existence of Merger Sub will cease, and Karuna will survive the merger 30,954,1831,4301,336 --0 99.9%Not verified—
2. The proposal to approve, on a non-binding, advisory basis, certain compensation that will or may be paid by Karuna to its named executive officers that is based on or otherwise relates to the merger 25,312,3645,523,004121,581 --0 82%Not verified—

Source: KARUNA THERAPEUTICS INC., Form 8-K, filed with the SEC on March 12, 2024 — read the filing on EDGAR.

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

Each item below shows how the 315 asset managers that disclosed a KARUNA 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. 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 KARUNA THERAPEUTICS 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. The proposal to adopt the Merger Agreement, pursuant to which, subject to the terms and conditions set forth therein…

Outcome not verifiedEXTRAORDINARY TRANSACTIONSReported outcome: Not verified

Combines 4 wordings of this item as funds reported it.

99.9% Majority: yes · of votes cast

FOR 99.9%
FOR: 30,954,183AGAINST: 1,430
Details: description as filed, official tally, votes by 98 asset managers

Description as filed by funds: To adopt the Agreement and Plan of Merger, dated as of December 22, 2023 (the "merger agreement"), among Karuna Therapeutics, Inc. ("Karuna"), Bristol-Myers Squibb Company ("Bristol-Myers Squibb"), and Miramar Merger Sub Inc., a wholly owned subsidiary of Bristol-Myers Squibb Company ("Merger Sub"), pursuant to which, subject to the terms and conditions set forth therein, Merger Sub will be merged with and into Karuna, and Karuna will survive the merger as a wholly owned subsidiary of Bristol-Myers Squibb.

KARUNA THERAPEUTICS INC.’s own tally for this item (“The proposal to adopt the Merger Agreement, pursuant to which, subject to the terms and conditions set forth therein, Merger Sub will be merged with and into Karuna, the separate corporate existence of Merger Sub will ce”): 30,954,183 for, 1,430 against, per its Form 8-K filed March 12, 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 + AGAINST); abstentions and broker non-votes are excluded.

The 98 asset managers below reported 11,268,775 for.

FOR
FOR: 11,268,775
Largest asset managers voting on “To adopt the Agreement and Plan of Merger, dated as of December 22, 2023 (the "merger agreement"), among Karun” at KARUNA THERAPEUTICS INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard3,674,4550 00For
T. Rowe Price1,549,5660 00For
Fidelity1,260,0310 00For
BlackRock822,6190 00For
Capital Group819,6020 00For
State Street391,3370 00For
Jackson National278,1760 00For
Charles Schwab220,1210 00For
MERGER FUND166,2110 00For
MUTUAL FUND SERIES TRUST131,4340 00For
Brown Advisory Funds108,5560 00For
Invesco104,6850 00For
TIAA92,8560 00For
Brighthouse89,2280 00For
MassMutual88,0000 00For
Goldman Sachs87,8250 00For
AQR87,2760 00For
CARILLON SERIES TRUST85,2300 00For
ARBITRAGE FUNDS84,5000 00For
First Trust77,8890 00For
New York Life77,4940 00For
Allspring65,8250 00For
NEXPOINT FUNDS I63,3100 00For
Voya59,8070 00For
Principal47,1450 00For

Showing the 25 largest of 98 asset managers. See all 98 in the interactive database.

2. TO ADJOURN THE SPECIAL MEETING FROM TIME TO TIME, IF NECESSARY OR APPROPRIATE, AS DETERMINED IN GOOD FAITH BY THE BOARD…

No official matchCORPORATE GOVERNANCE

Combines 2 wordings of this item as funds reported it.

74% of fund votes cast · no official result

FORAGAINST
Details: description as filed, votes by 97 asset managers

Description as filed by funds: TO ADJOURN THE SPECIAL MEETING FROM TIME TO TIME, IF NECESSARY OR APPROPRIATE, AS DETERMINED IN GOOD FAITH BY THE BOARD OF DIRECTORS OF KARUNA INCLUDING FOR THE PURPOSE OF SOLICITING ADDITIONAL VOTES FOR THE APPROVAL OF THE PROPOSAL TO ADOPT THE MERGER AGREEMENT IF THERE ARE INSUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING TO APPROVE THE PROPOSAL TO ADOPT THE MERGER AGREEMENT.

The 97 asset managers below reported 8,329,717 for, 2,938,960 against. 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.

FOR: 8,329,717AGAINST: 2,938,960
Largest asset managers voting on “TO ADJOURN THE SPECIAL MEETING FROM TIME TO TIME, IF NECESSARY OR APPROPRIATE, AS DETERMINED IN GOOD FAITH BY ” at KARUNA THERAPEUTICS INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard3,674,4550 00For
T. Rowe Price01,549,566 00Against
Fidelity738,131521,900 00Mixed
BlackRock822,6190 00For
Capital Group819,6020 00For
State Street0391,337 00Against
Jackson National85,203192,973 00Mixed
Charles Schwab220,1210 00For
MERGER FUND166,2110 00For
MUTUAL FUND SERIES TRUST131,4340 00For
Brown Advisory Funds108,5560 00For
Invesco104,6850 00For
TIAA92,8560 00For
Brighthouse62,16727,061 00Mixed
MassMutual088,000 00Against
Goldman Sachs87,8250 00For
AQR87,2760 00For
CARILLON SERIES TRUST85,2300 00For
ARBITRAGE FUNDS84,5000 00For
First Trust77,8890 00For
New York Life77,4940 00For
Allspring65,8250 00For
NEXPOINT FUNDS I63,3100 00For
Voya14,24545,562 00Mixed
Principal47,1450 00For

Showing the 25 largest of 97 asset managers. See all 97 in the interactive database.

3. 2. The proposal to approve, on a non-binding, advisory basis, certain compensation that will or may be paid by Karuna…

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

Combines 14 wordings of this item as funds reported it.

82% Majority: yes · of votes cast

FOR 82%AGAINST
FOR: 25,312,364AGAINST: 5,523,004
Details: description as filed, official tally, votes by 309 asset managers

Description as filed by funds: To approve, on an advisory, non- binding basis, certain compensation that will or may be paid by Karuna to its named executive officers that is based on or otherwise relates to the merger of Merger Sub with and into Karuna pursuant to the merger agreement.

KARUNA THERAPEUTICS INC.’s own tally for this item (“2. The proposal to approve, on a non-binding, advisory basis, certain compensation that will or may be paid by Karuna to its named executive officers that is based on or otherwise relates to the merger”): 25,312,364 for, 5,523,004 against, per its Form 8-K filed March 12, 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: 82% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund share totals are not shown for this item: fund-reported shares overlap across filings (an adviser and the funds it manages can each report the same shares), and here their sum exceeds the total votes cast at the meeting.

FOR
Largest asset managers voting on “To approve, on an advisory, non- binding basis, certain compensation that will or may be paid by Karuna to its” at KARUNA THERAPEUTICS INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
AQR Arbitrage LLC2,554,000,0000 00For
Meeder Advisory Services, Inc.24,000,0000 00For
T. Rowe Price04,016,881 00Against
Vanguard3,726,2750 00For
Fidelity2,025,576687,785 00Mixed
BlackRock1,852,91814,450 00For
Capital Group61,694,836 00Against
Pentwater Capital Management LP1,561,9380 00For
State Street1,275,2870 00For
FARALLON CAPITAL MANAGEMENT LLC1,063,0000 00For
Sofinnova Investments, Inc.1,049,9520 00For
GENERAL ATLANTIC, L.P.986,7100 00For
Wellington650,6730 00For
UBS504,541116,323 00Mixed
GEODE CAPITAL MANAGEMENT, LLC0564,845 00Against
Rock Springs Capital Management LP514,3920 00For
Charles Schwab0444,354 00Against
WELLCOME TRUST LTD (THE) as trustee of the WELLCOME TRUST425,3750 00For
DAVIDSON KEMPNER CAPITAL MANAGEMENT LP350,0560 00For
Woodline Partners LP328,1780 00For
BROWN ADVISORY INC286,1420 00For
Jackson National85,203192,973 00Mixed
Invesco250,2290 00For
TIG Advisors, LLC224,4380 00For
AQR222,6150 00For

Showing the 25 largest of 309 asset managers. See all 309 in the interactive database.

4. Advisory Vote on Golden Parachutes

No official matchSECTION 14A SAY-ON-PAY VOTES

Combines 2 wordings of this item as funds reported it.

100% of fund votes cast · no official result

FOR
Details: votes by 5 asset managers

The 5 asset managers below reported 438,283 for. 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.

FOR: 438,283
Largest asset managers voting on “Advisory Vote on Golden Parachutes” at KARUNA THERAPEUTICS INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Taconic Capital Advisors LP245,0000 00For
ADAGE CAPITAL PARTNERS GP, L.L.C.170,0000 00For
JPMorgan19,3130 00For
EFG Asset Management (North America) Corp.3,6650 00For
Desjardins Global Asset Management Inc.3050 00For

Largest KARUNA 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.

Fund voting reports: top KARUNA THERAPEUTICS INC. shareholders by shares voted on “To approve, on an advisory, non- binding basis, certain compensation that will or may be paid…”, 2023-2024
#Asset manager Shares voted
1Vanguard 3,674,455
2T. Rowe Price 1,549,566
3Fidelity 1,260,031
4BlackRock 822,619
5Capital Group 819,602
6State Street 391,337
7Jackson National 278,176
8Charles Schwab 220,121
9MERGER FUND 166,211
10MUTUAL FUND SERIES TRUST 131,434
Institutional-manager reports: top KARUNA THERAPEUTICS INC. shareholders by shares voted on “To approve, on an advisory, non- binding basis, certain compensation that will or may be paid…”, 2023-2024
#Asset manager Shares voted
1AQR Arbitrage LLC 2,554,000,000
2Meeder Advisory Services, Inc. 24,000,000
3T. Rowe Price 2,467,315
4Pentwater Capital Management LP 1,561,938
5Fidelity 1,453,330
6FARALLON CAPITAL MANAGEMENT LLC 1,063,000
7Sofinnova Investments, Inc. 1,049,952
8BlackRock 1,044,749
9GENERAL ATLANTIC, L.P. 986,710
10State Street 883,950

Shown as share counts, not percentages: no shares-outstanding figure has been matched to KARUNA THERAPEUTICS INC. for the 2023-2024 season, so there is no denominator to divide by.

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. This page is a static snapshot rebuilt weekly on October 18, 2026; a live search always shows the current data.

At KARUNA THERAPEUTICS INC.'s shareholder meeting held March 12, 2024, in the 2023-2024 proxy season, 315 asset managers reported how they voted in their SEC Form N-PX filings, covering 1,340 separate fund positions. Their filings are grouped here into 4 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 — To approve, on an advisory, non- binding basis, certain compensation that will or may be paid… — FOR was 82% 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: KARUNA THERAPEUTICS INC.'s Form 8-K, Item 5.07, filed with the U.S. Securities and Exchange Commission on March 12, 2024.

KARUNA THERAPEUTICS INC. proxy season coverage: 2023-2024 (this page).

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