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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.
Meeting of March 12, 2024: 2 items on KARUNA THERAPEUTICS INC.’s Form 8-K, filed March 12, 2024: 2 without a stated outcome.
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
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.
| Ballot item | For | Against | Abstain | Withheld | Broker non-votes | Support (of votes cast) | Reported outcome | Voting 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 | 30,954,183 | 1,430 | 1,336 | -- | 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 | 25,312,364 | 5,523,004 | 121,581 | -- | 0 | 82% | Not verified | — |
Source: KARUNA THERAPEUTICS INC., Form 8-K, filed with the SEC on March 12, 2024 — read the filing on EDGAR.
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.
Combines 4 wordings of this item as funds reported it.
99.9% Majority: yes · of votes cast
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.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 3,674,455 | 0 | 0 | 0 | For |
| T. Rowe Price | 1,549,566 | 0 | 0 | 0 | For |
| Fidelity | 1,260,031 | 0 | 0 | 0 | For |
| BlackRock | 822,619 | 0 | 0 | 0 | For |
| Capital Group | 819,602 | 0 | 0 | 0 | For |
| State Street | 391,337 | 0 | 0 | 0 | For |
| Jackson National | 278,176 | 0 | 0 | 0 | For |
| Charles Schwab | 220,121 | 0 | 0 | 0 | For |
| MERGER FUND | 166,211 | 0 | 0 | 0 | For |
| MUTUAL FUND SERIES TRUST | 131,434 | 0 | 0 | 0 | For |
| Brown Advisory Funds | 108,556 | 0 | 0 | 0 | For |
| Invesco | 104,685 | 0 | 0 | 0 | For |
| TIAA | 92,856 | 0 | 0 | 0 | For |
| Brighthouse | 89,228 | 0 | 0 | 0 | For |
| MassMutual | 88,000 | 0 | 0 | 0 | For |
| Goldman Sachs | 87,825 | 0 | 0 | 0 | For |
| AQR | 87,276 | 0 | 0 | 0 | For |
| CARILLON SERIES TRUST | 85,230 | 0 | 0 | 0 | For |
| ARBITRAGE FUNDS | 84,500 | 0 | 0 | 0 | For |
| First Trust | 77,889 | 0 | 0 | 0 | For |
| New York Life | 77,494 | 0 | 0 | 0 | For |
| Allspring | 65,825 | 0 | 0 | 0 | For |
| NEXPOINT FUNDS I | 63,310 | 0 | 0 | 0 | For |
| Voya | 59,807 | 0 | 0 | 0 | For |
| Principal | 47,145 | 0 | 0 | 0 | For |
Showing the 25 largest of 98 asset managers. See all 98 in the interactive database.
Combines 2 wordings of this item as funds reported it.
74% of fund votes cast · no official result
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.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 3,674,455 | 0 | 0 | 0 | For |
| T. Rowe Price | 0 | 1,549,566 | 0 | 0 | Against |
| Fidelity | 738,131 | 521,900 | 0 | 0 | Mixed |
| BlackRock | 822,619 | 0 | 0 | 0 | For |
| Capital Group | 819,602 | 0 | 0 | 0 | For |
| State Street | 0 | 391,337 | 0 | 0 | Against |
| Jackson National | 85,203 | 192,973 | 0 | 0 | Mixed |
| Charles Schwab | 220,121 | 0 | 0 | 0 | For |
| MERGER FUND | 166,211 | 0 | 0 | 0 | For |
| MUTUAL FUND SERIES TRUST | 131,434 | 0 | 0 | 0 | For |
| Brown Advisory Funds | 108,556 | 0 | 0 | 0 | For |
| Invesco | 104,685 | 0 | 0 | 0 | For |
| TIAA | 92,856 | 0 | 0 | 0 | For |
| Brighthouse | 62,167 | 27,061 | 0 | 0 | Mixed |
| MassMutual | 0 | 88,000 | 0 | 0 | Against |
| Goldman Sachs | 87,825 | 0 | 0 | 0 | For |
| AQR | 87,276 | 0 | 0 | 0 | For |
| CARILLON SERIES TRUST | 85,230 | 0 | 0 | 0 | For |
| ARBITRAGE FUNDS | 84,500 | 0 | 0 | 0 | For |
| First Trust | 77,889 | 0 | 0 | 0 | For |
| New York Life | 77,494 | 0 | 0 | 0 | For |
| Allspring | 65,825 | 0 | 0 | 0 | For |
| NEXPOINT FUNDS I | 63,310 | 0 | 0 | 0 | For |
| Voya | 14,245 | 45,562 | 0 | 0 | Mixed |
| Principal | 47,145 | 0 | 0 | 0 | For |
Showing the 25 largest of 97 asset managers. See all 97 in the interactive database.
Combines 14 wordings of this item as funds reported it.
82% Majority: yes · of votes cast
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.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| AQR Arbitrage LLC | 2,554,000,000 | 0 | 0 | 0 | For |
| Meeder Advisory Services, Inc. | 24,000,000 | 0 | 0 | 0 | For |
| T. Rowe Price | 0 | 4,016,881 | 0 | 0 | Against |
| Vanguard | 3,726,275 | 0 | 0 | 0 | For |
| Fidelity | 2,025,576 | 687,785 | 0 | 0 | Mixed |
| BlackRock | 1,852,918 | 14,450 | 0 | 0 | For |
| Capital Group | 6 | 1,694,836 | 0 | 0 | Against |
| Pentwater Capital Management LP | 1,561,938 | 0 | 0 | 0 | For |
| State Street | 1,275,287 | 0 | 0 | 0 | For |
| FARALLON CAPITAL MANAGEMENT LLC | 1,063,000 | 0 | 0 | 0 | For |
| Sofinnova Investments, Inc. | 1,049,952 | 0 | 0 | 0 | For |
| GENERAL ATLANTIC, L.P. | 986,710 | 0 | 0 | 0 | For |
| Wellington | 650,673 | 0 | 0 | 0 | For |
| UBS | 504,541 | 116,323 | 0 | 0 | Mixed |
| GEODE CAPITAL MANAGEMENT, LLC | 0 | 564,845 | 0 | 0 | Against |
| Rock Springs Capital Management LP | 514,392 | 0 | 0 | 0 | For |
| Charles Schwab | 0 | 444,354 | 0 | 0 | Against |
| WELLCOME TRUST LTD (THE) as trustee of the WELLCOME TRUST | 425,375 | 0 | 0 | 0 | For |
| DAVIDSON KEMPNER CAPITAL MANAGEMENT LP | 350,056 | 0 | 0 | 0 | For |
| Woodline Partners LP | 328,178 | 0 | 0 | 0 | For |
| BROWN ADVISORY INC | 286,142 | 0 | 0 | 0 | For |
| Jackson National | 85,203 | 192,973 | 0 | 0 | Mixed |
| Invesco | 250,229 | 0 | 0 | 0 | For |
| TIG Advisors, LLC | 224,438 | 0 | 0 | 0 | For |
| AQR | 222,615 | 0 | 0 | 0 | For |
Showing the 25 largest of 309 asset managers. See all 309 in the interactive database.
Combines 2 wordings of this item as funds reported it.
100% of fund votes cast · no official result
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.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Taconic Capital Advisors LP | 245,000 | 0 | 0 | 0 | For |
| ADAGE CAPITAL PARTNERS GP, L.L.C. | 170,000 | 0 | 0 | 0 | For |
| JPMorgan | 19,313 | 0 | 0 | 0 | For |
| EFG Asset Management (North America) Corp. | 3,665 | 0 | 0 | 0 | For |
| Desjardins Global Asset Management Inc. | 305 | 0 | 0 | 0 | For |
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.
| # | Asset manager | Shares voted |
|---|---|---|
| 1 | Vanguard | 3,674,455 |
| 2 | T. Rowe Price | 1,549,566 |
| 3 | Fidelity | 1,260,031 |
| 4 | BlackRock | 822,619 |
| 5 | Capital Group | 819,602 |
| 6 | State Street | 391,337 |
| 7 | Jackson National | 278,176 |
| 8 | Charles Schwab | 220,121 |
| 9 | MERGER FUND | 166,211 |
| 10 | MUTUAL FUND SERIES TRUST | 131,434 |
| # | Asset manager | Shares voted |
|---|---|---|
| 1 | AQR Arbitrage LLC | 2,554,000,000 |
| 2 | Meeder Advisory Services, Inc. | 24,000,000 |
| 3 | T. Rowe Price | 2,467,315 |
| 4 | Pentwater Capital Management LP | 1,561,938 |
| 5 | Fidelity | 1,453,330 |
| 6 | FARALLON CAPITAL MANAGEMENT LLC | 1,063,000 |
| 7 | Sofinnova Investments, Inc. | 1,049,952 |
| 8 | BlackRock | 1,044,749 |
| 9 | GENERAL ATLANTIC, L.P. | 986,710 |
| 10 | State 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.
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.