KELLANOVA 2024-2025 Proxy Voting Records

Description as filed by funds: The Merger Proposal - To adopt and approve the Agreement and Plan of Merger, dated as of August 13, 2024 (as it may be amended, supplemented or otherwise modified in accordance with its terms, the "Merger Agreement"), by and among Kellanova, a Delaware corporation ("Kellanova"), Acquiror 10VB8, LLC, a Delaware limited liability company ("Acquiror"), Merger Sub 10VB8, LLC, a Delaware limited liability company and a wholly owned subsidiary of Acquiror ("Merger Sub"), and, solely for the limited purposes set forth therein, Mars, Incorporated, a Delaware corporation, pursuant to which, among other things, Merger Sub will merge with and into Kellanova, with Kellanova surviving as a wholly owned subsidiary of Acquiror (the "Merger").

KELLANOVA’s own tally for this item (“1. The Merger Proposal To adopt and approve the Merger Agreement (the "Merger Proposal")”): 265,528,357 for, 1,243,789 against — passed, per its Form 8-K filed November 4, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Proposal 1: The Merger Proposal To adopt and approve the Merger Agreement (the "Merger Proposal")”
Support: 99.5% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 143 asset managers below reported 72,162,835 for, 23,077 abstained, 3,611 unknown.

Showing the 25 largest of 143 asset managers. See all 143 in the interactive database.

Description as filed by funds: THE ADJOURNMENT PROPOSAL - TO APPROVE ONE OR MORE ADJOURNMENTS OF THE SPECIAL MEETING, IF NECESSARY, TO SOLICIT ADDITIONAL PROXIES IF A QUORUM IS NOT PRESENT OR THERE ARE NOT SUFFICIENT VOTES CAST AT THE SPECIAL MEETING TO APPROVE THE MERGER PROPOSAL.

KELLANOVA’s own tally for this item (“3. The Adjournment Proposal To approve one or more adjournments of the Special Meeting, if necessary, to solicit additional proxies if a quorum is not present or there are not sufficient votes cast at the Special Meeting”): 254,052,061 for, 12,638,806 against — passed, per its Form 8-K filed November 4, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “The following votes were cast at the Special Meeting (virtually or by proxy), and the proposal was approved:”
Support: 95% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 137 asset managers below reported 66,585,576 for, 5,353,052 against, 65,984 abstained, 3,611 unknown.

Showing the 25 largest of 137 asset managers. See all 137 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 4 managers: 83,061 for.

Institutional-manager reports, all 1 managers: 96,723 for.

Description as filed by funds: The Advisory Compensation Proposal - To approve, on an advisory, non-binding basis, the compensation that may be paid or become payable to Kellanova's named executive officers that is based on or otherwise relates to the Merger.

KELLANOVA’s own tally for this item (“2. The Advisory Compensation Proposal To approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to the Company's named executive officers that is based on or otherwise relates to t”): 111,656,930 for, 154,613,148 against — failed, per its Form 8-K filed November 4, 2024 (Item 5.07).

Reported outcome: Not approved, in the filing’s own words: “The following non-binding, advisory votes were cast at the Special Meeting (virtually or by proxy), and the proposal was not approved:”
Support: 42% 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 134 managers: 8,275,192 for, 63,580,981 against, 148,456 abstained. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports, all 670 managers: 124,073,660 for, 71,014,942 against, 292,754 abstained, 25,683 not voted, 3,629 unknown. 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 4 managers: 83,061 against.

Institutional-manager reports, all 19 managers: 447,383 for, 2,069,234 against.