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National Bank Holdings Corporation 2024-2025 Proxy Voting Records

Compiled from SEC Form N-PX filings and National Bank Holdings Corporation’s Form 8-K, filed May 5, 2025 (Item 5.07 on EDGAR). Page generated October 18, 2026.

  • 11Ballot items
  • 232Asset managers
  • 3,252Fund votes
  • April 30, 2025Meeting date

Results at a glance

Meeting of April 30, 2025: 11 items on National Bank Holdings Corporation’s Form 8-K, filed May 5, 2025: 9 elected · 2 approved.

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 2024-2025 2025-2026

Explore National Bank Holdings Corporation in the interactive database Compare manager voting policies

Official 2024-2025 meeting results reported by National Bank Holdings Corporation

These tallies are National Bank Holdings Corporation’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K, filed May 5, 2025 (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.

National Bank Holdings Corporation — official shareholder meeting results, meeting held April 30, 2025
Ballot itemForAgainst AbstainWithheldBroker non-votesSupport (of votes cast)Reported outcomeVoting standard
Elect Director: Ralph W. Clermont 33,130,738---- 1,478,053773,332 96%Elected—
Elect Director: Robert E. Dean 33,157,479---- 1,451,312773,332 96%Elected—
Elect Director: Robin A. Doyle 34,442,469---- 166,322773,332 99.5%Elected—
Elect Director: Alka Gupta 34,442,269---- 166,522773,332 99.5%Elected—
Elect Director: Fred J. Joseph 33,706,735---- 902,056773,332 97%Elected—
Elect Director: G. Timothy Laney 33,859,774---- 749,017773,332 98%Elected—
Elect Director: Patrick Sobers 33,991,133---- 617,658773,332 98%Elected—
Elect Director: Micho F. Spring 33,233,320---- 1,375,471773,332 96%Elected—
Elect Director: Art Zeile 34,319,530---- 289,261773,332 99.1%Elected—
2. The appointment of KPMG LLP as the Company's independent registered public accounting firm for the year ending December 31, 2025, based upon the following votes 35,095,102272,80114,220 ---- 99.2%Approved—
3. On an advisory non-binding basis, the compensation paid to the Company's named executive officers, based upon the following votes 33,998,269588,14022,382 --773,332 98%Approved—

Source: National Bank Holdings Corporation, Form 8-K, filed with the SEC on May 5, 2025 — read the filing on EDGAR.

How asset managers voted at the National Bank Holdings Corporation 2024-2025 meeting

Each item below shows how the 232 asset managers that disclosed a National Bank Holdings Corporation 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.

1. Elect Director: Ralph W. Clermont

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 7 wordings of this item as funds reported it.

96% Majority: yes · of votes cast

FOR 96%
FOR: 33,130,738WITHHELD: 1,478,053
Details: description as filed, official tally, votes by 80 asset managers

Description as filed by funds: Election of Directors: Ralph W. Clermont

National Bank Holdings Corporation’s own tally for this item (“Elect Director: Ralph W. Clermont”): 33,130,738 for, 1,478,053 withheld, per its Form 8-K filed May 5, 2025 (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 proposals voted on at the Annual Meeting and the final voting results are as follows: Proposal 1: All of the director nominees were elected to the Board, based upon the following votes:”
Support: 96% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 80 asset managers below reported 20,516,993 for, 39,999 withheld, 134,247 abstained.

FOR
FOR: 20,516,993ABSTAIN: 134,247WITHHOLD: 39,999
Largest asset managers voting on “Election of Directors: Ralph W. Clermont” at National Bank Holdings Corporation, 2024-2025
Asset managerForAgainst AbstainWithheldVote
BlackRock4,191,6360 00For
Vanguard4,167,3160 2856For
Victory Capital2,097,8870 00For
Dimensional1,862,0150 00For
T. Rowe Price1,301,1240 00For
State Street912,8870 049For
Fidelity785,0250 00For
TIAA543,7780 00For
American Century462,4620 00For
Ultimus Managers Trust383,5680 00For
Charles Schwab317,7340 00For
John Hancock299,9920 00For
TRUST FOR PROFESSIONAL MANAGERS260,3270 00For
Principal251,6580 00For
AMERICAN BEACON FUNDS242,3790 00For
Segall Bryant & Hamill Trust175,5860 00For
Invesco167,0900 00For
Columbia Threadneedle154,8660 00For
RBB FUND, INC.154,0250 00For
EA Series Trust00 134,2450Abstain
First Trust115,1640 00For
Russell Investments110,0810 00For
Northwestern Mutual109,2740 00For
JPMorgan108,8080 00For
Equitable100,2210 00For

Showing the 25 largest of 80 asset managers. See all 80 in the interactive database.

2. Elect Director: Robert E. Dean

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 7 wordings of this item as funds reported it.

96% Majority: yes · of votes cast

FOR 96%
FOR: 33,157,479WITHHELD: 1,451,312
Details: description as filed, official tally, votes by 80 asset managers

Description as filed by funds: Election of Directors: Robert E. Dean

National Bank Holdings Corporation’s own tally for this item (“Elect Director: Robert E. Dean”): 33,157,479 for, 1,451,312 withheld, per its Form 8-K filed May 5, 2025 (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 proposals voted on at the Annual Meeting and the final voting results are as follows: Proposal 1: All of the director nominees were elected to the Board, based upon the following votes:”
Support: 96% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 80 asset managers below reported 20,546,977 for, 10,015 withheld, 134,247 abstained.

FOR
FOR: 20,546,977ABSTAIN: 134,247WITHHOLD: 10,015
Largest asset managers voting on “Election of Directors: Robert E. Dean” at National Bank Holdings Corporation, 2024-2025
Asset managerForAgainst AbstainWithheldVote
BlackRock4,191,6360 00For
Vanguard4,167,3160 2856For
Victory Capital2,097,8870 00For
Dimensional1,862,0150 00For
T. Rowe Price1,301,1240 00For
State Street912,8870 049For
Fidelity785,0250 00For
TIAA543,7780 00For
American Century462,4620 00For
Ultimus Managers Trust383,5680 00For
Charles Schwab317,7340 00For
John Hancock299,9920 00For
TRUST FOR PROFESSIONAL MANAGERS260,3270 00For
Principal251,6580 00For
AMERICAN BEACON FUNDS242,3790 00For
Segall Bryant & Hamill Trust175,5860 00For
Invesco167,0900 00For
Columbia Threadneedle154,8660 00For
RBB FUND, INC.154,0250 00For
EA Series Trust00 134,2450Abstain
First Trust115,1640 00For
Russell Investments110,0810 00For
Northwestern Mutual109,2740 00For
JPMorgan108,8080 00For
Equitable100,2210 00For

Showing the 25 largest of 80 asset managers. See all 80 in the interactive database.

3. Elect Director: Robin A. Doyle

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 7 wordings of this item as funds reported it.

99.5% Majority: yes · of votes cast

FOR 99.5%
FOR: 34,442,469WITHHELD: 166,322
Details: description as filed, official tally, votes by 80 asset managers

Description as filed by funds: Election of Directors: Robin A. Doyle

National Bank Holdings Corporation’s own tally for this item (“Elect Director: Robin A. Doyle”): 34,442,469 for, 166,322 withheld, per its Form 8-K filed May 5, 2025 (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 proposals voted on at the Annual Meeting and the final voting results are as follows: Proposal 1: All of the director nominees were elected to the Board, based upon the following votes:”
Support: 99.5% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 80 asset managers below reported 20,691,239 for, 0 abstained.

FOR
FOR: 20,691,239ABSTAIN: 0
Largest asset managers voting on “Election of Directors: Robin A. Doyle” at National Bank Holdings Corporation, 2024-2025
Asset managerForAgainst AbstainWithheldVote
BlackRock4,191,6360 00For
Vanguard4,168,1740 00For
Victory Capital2,097,8870 00For
Dimensional1,862,0150 00For
T. Rowe Price1,301,1240 00For
State Street912,9360 00For
Fidelity785,0250 00For
TIAA543,7780 00For
American Century462,4620 00For
Ultimus Managers Trust383,5680 00For
Charles Schwab317,7340 00For
John Hancock299,9920 00For
TRUST FOR PROFESSIONAL MANAGERS260,3270 00For
Principal251,6580 00For
AMERICAN BEACON FUNDS242,3790 00For
Segall Bryant & Hamill Trust175,5860 00For
Invesco167,0900 00For
Columbia Threadneedle154,8660 00For
RBB FUND, INC.154,0250 00For
EA Series Trust134,2450 00For
First Trust115,1640 00For
Russell Investments110,0810 00For
Northwestern Mutual109,2740 00For
JPMorgan108,8080 00For
Equitable100,2210 00For

Showing the 25 largest of 80 asset managers. See all 80 in the interactive database.

4. Elect Director: Alka Gupta

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 7 wordings of this item as funds reported it.

99.5% Majority: yes · of votes cast

FOR 99.5%
FOR: 34,442,269WITHHELD: 166,522
Details: description as filed, official tally, votes by 80 asset managers

Description as filed by funds: Election of Directors: Alka Gupta

National Bank Holdings Corporation’s own tally for this item (“Elect Director: Alka Gupta”): 34,442,269 for, 166,522 withheld, per its Form 8-K filed May 5, 2025 (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 proposals voted on at the Annual Meeting and the final voting results are as follows: Proposal 1: All of the director nominees were elected to the Board, based upon the following votes:”
Support: 99.5% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 80 asset managers below reported 20,691,239 for, 0 abstained.

FOR
FOR: 20,691,239ABSTAIN: 0
Largest asset managers voting on “Election of Directors: Alka Gupta” at National Bank Holdings Corporation, 2024-2025
Asset managerForAgainst AbstainWithheldVote
BlackRock4,191,6360 00For
Vanguard4,168,1740 00For
Victory Capital2,097,8870 00For
Dimensional1,862,0150 00For
T. Rowe Price1,301,1240 00For
State Street912,9360 00For
Fidelity785,0250 00For
TIAA543,7780 00For
American Century462,4620 00For
Ultimus Managers Trust383,5680 00For
Charles Schwab317,7340 00For
John Hancock299,9920 00For
TRUST FOR PROFESSIONAL MANAGERS260,3270 00For
Principal251,6580 00For
AMERICAN BEACON FUNDS242,3790 00For
Segall Bryant & Hamill Trust175,5860 00For
Invesco167,0900 00For
Columbia Threadneedle154,8660 00For
RBB FUND, INC.154,0250 00For
EA Series Trust134,2450 00For
First Trust115,1640 00For
Russell Investments110,0810 00For
Northwestern Mutual109,2740 00For
JPMorgan108,8080 00For
Equitable100,2210 00For

Showing the 25 largest of 80 asset managers. See all 80 in the interactive database.

5. Elect Director: Fred J. Joseph

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 7 wordings of this item as funds reported it.

97% Majority: yes · of votes cast

FOR 97%
FOR: 33,706,735WITHHELD: 902,056
Details: description as filed, official tally, votes by 80 asset managers

Description as filed by funds: Election of Directors: Fred J. Joseph

National Bank Holdings Corporation’s own tally for this item (“Elect Director: Fred J. Joseph”): 33,706,735 for, 902,056 withheld, per its Form 8-K filed May 5, 2025 (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 proposals voted on at the Annual Meeting and the final voting results are as follows: Proposal 1: All of the director nominees were elected to the Board, based upon the following votes:”
Support: 97% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 80 asset managers below reported 20,553,893 for, 3,099 withheld, 134,246 abstained.

FOR
FOR: 20,553,893ABSTAIN: 134,246WITHHOLD: 3,099
Largest asset managers voting on “Election of Directors: Fred J. Joseph” at National Bank Holdings Corporation, 2024-2025
Asset managerForAgainst AbstainWithheldVote
BlackRock4,191,6360 00For
Vanguard4,167,3160 1856For
Victory Capital2,097,8870 00For
Dimensional1,862,0150 00For
T. Rowe Price1,301,1240 00For
State Street912,9360 00For
Fidelity785,0250 00For
TIAA543,7780 00For
American Century462,4620 00For
Ultimus Managers Trust383,5680 00For
Charles Schwab317,7340 00For
John Hancock299,9920 00For
TRUST FOR PROFESSIONAL MANAGERS260,3270 00For
Principal251,6580 00For
AMERICAN BEACON FUNDS242,3790 00For
Segall Bryant & Hamill Trust175,5860 00For
Invesco167,0900 00For
Columbia Threadneedle154,8660 00For
RBB FUND, INC.154,0250 00For
EA Series Trust00 134,2450Abstain
First Trust115,1640 00For
Russell Investments110,0810 00For
Northwestern Mutual109,2740 00For
JPMorgan108,8080 00For
Equitable100,2210 00For

Showing the 25 largest of 80 asset managers. See all 80 in the interactive database.

6. Elect Director: G. Timothy Laney

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 7 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%
FOR: 33,859,774WITHHELD: 749,017
Details: description as filed, official tally, votes by 80 asset managers

Description as filed by funds: Election of Directors: G. Timothy Laney

National Bank Holdings Corporation’s own tally for this item (“Elect Director: G. Timothy Laney”): 33,859,774 for, 749,017 withheld, per its Form 8-K filed May 5, 2025 (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 proposals voted on at the Annual Meeting and the final voting results are as follows: Proposal 1: All of the director nominees were elected to the Board, based upon the following votes:”
Support: 98% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 80 asset managers below reported 20,549,923 for, 7,070 withheld, 134,246 abstained.

FOR
FOR: 20,549,923ABSTAIN: 134,246WITHHOLD: 7,070
Largest asset managers voting on “Election of Directors: G. Timothy Laney” at National Bank Holdings Corporation, 2024-2025
Asset managerForAgainst AbstainWithheldVote
BlackRock4,191,6360 00For
Vanguard4,168,1730 10For
Victory Capital2,097,8870 00For
Dimensional1,862,0150 00For
T. Rowe Price1,301,1240 00For
State Street912,8870 049For
Fidelity785,0250 00For
TIAA543,7780 00For
American Century462,4620 00For
Ultimus Managers Trust383,5680 00For
Charles Schwab317,7340 00For
John Hancock299,9920 00For
TRUST FOR PROFESSIONAL MANAGERS260,3270 00For
Principal251,6580 00For
AMERICAN BEACON FUNDS242,3790 00For
Segall Bryant & Hamill Trust175,5860 00For
Invesco167,0900 00For
Columbia Threadneedle154,8660 00For
RBB FUND, INC.154,0250 00For
EA Series Trust00 134,2450Abstain
First Trust115,1640 00For
Russell Investments110,0810 00For
Northwestern Mutual109,2740 00For
JPMorgan108,8080 00For
Equitable100,2210 00For

Showing the 25 largest of 80 asset managers. See all 80 in the interactive database.

7. Elect Director: Patrick Sobers

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 7 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%
FOR: 33,991,133WITHHELD: 617,658
Details: description as filed, official tally, votes by 80 asset managers

Description as filed by funds: Election of Directors: Patrick G. Sobers

National Bank Holdings Corporation’s own tally for this item (“Elect Director: Patrick Sobers”): 33,991,133 for, 617,658 withheld, per its Form 8-K filed May 5, 2025 (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 proposals voted on at the Annual Meeting and the final voting results are as follows: Proposal 1: All of the director nominees were elected to the Board, based upon the following votes:”
Support: 98% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 80 asset managers below reported 20,687,984 for, 3,254 withheld, 1 abstained.

FOR
FOR: 20,687,984ABSTAIN: 1WITHHOLD: 3,254
Largest asset managers voting on “Election of Directors: Patrick G. Sobers” at National Bank Holdings Corporation, 2024-2025
Asset managerForAgainst AbstainWithheldVote
BlackRock4,191,6360 00For
Vanguard4,168,1730 10For
Victory Capital2,097,8870 00For
Dimensional1,862,0150 00For
T. Rowe Price1,301,1240 00For
State Street912,8870 049For
Fidelity785,0250 00For
TIAA543,7780 00For
American Century462,4620 00For
Ultimus Managers Trust383,5680 00For
Charles Schwab317,7340 00For
John Hancock299,9920 00For
TRUST FOR PROFESSIONAL MANAGERS260,3270 00For
Principal251,6580 00For
AMERICAN BEACON FUNDS242,3790 00For
Segall Bryant & Hamill Trust175,5860 00For
Invesco167,0900 00For
Columbia Threadneedle154,8660 00For
RBB FUND, INC.154,0250 00For
EA Series Trust134,2450 00For
First Trust115,1640 00For
Russell Investments110,0810 00For
Northwestern Mutual109,2740 00For
JPMorgan108,8080 00For
Equitable100,2210 00For

Showing the 25 largest of 80 asset managers. See all 80 in the interactive database.

8. Elect Director: Micho F. Spring

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 7 wordings of this item as funds reported it.

96% Majority: yes · of votes cast

FOR 96%
FOR: 33,233,320WITHHELD: 1,375,471
Details: description as filed, official tally, votes by 80 asset managers

Description as filed by funds: Election of Directors: Micho F. Spring

National Bank Holdings Corporation’s own tally for this item (“Elect Director: Micho F. Spring”): 33,233,320 for, 1,375,471 withheld, per its Form 8-K filed May 5, 2025 (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 proposals voted on at the Annual Meeting and the final voting results are as follows: Proposal 1: All of the director nominees were elected to the Board, based upon the following votes:”
Support: 96% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 80 asset managers below reported 20,550,793 for, 6,199 withheld, 134,247 abstained.

FOR
FOR: 20,550,793ABSTAIN: 134,247WITHHOLD: 6,199
Largest asset managers voting on “Election of Directors: Micho F. Spring” at National Bank Holdings Corporation, 2024-2025
Asset managerForAgainst AbstainWithheldVote
BlackRock4,191,6360 00For
Vanguard4,167,3160 2856For
Victory Capital2,097,8870 00For
Dimensional1,862,0150 00For
T. Rowe Price1,301,1240 00For
State Street912,8870 049For
Fidelity785,0250 00For
TIAA543,7780 00For
American Century462,4620 00For
Ultimus Managers Trust383,5680 00For
Charles Schwab317,7340 00For
John Hancock299,9920 00For
TRUST FOR PROFESSIONAL MANAGERS260,3270 00For
Principal251,6580 00For
AMERICAN BEACON FUNDS242,3790 00For
Segall Bryant & Hamill Trust175,5860 00For
Invesco167,0900 00For
Columbia Threadneedle154,8660 00For
RBB FUND, INC.154,0250 00For
EA Series Trust00 134,2450Abstain
First Trust115,1640 00For
Russell Investments110,0810 00For
Northwestern Mutual109,2740 00For
JPMorgan108,8080 00For
Equitable100,2210 00For

Showing the 25 largest of 80 asset managers. See all 80 in the interactive database.

9. Elect Director: Art Zeile

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 7 wordings of this item as funds reported it.

99.1% Majority: yes · of votes cast

FOR 99.1%
FOR: 34,319,530WITHHELD: 289,261
Details: description as filed, official tally, votes by 80 asset managers

Description as filed by funds: Election of Directors: Art Zeile

National Bank Holdings Corporation’s own tally for this item (“Elect Director: Art Zeile”): 34,319,530 for, 289,261 withheld, per its Form 8-K filed May 5, 2025 (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 proposals voted on at the Annual Meeting and the final voting results are as follows: Proposal 1: All of the director nominees were elected to the Board, based upon the following votes:”
Support: 99.1% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 80 asset managers below reported 20,691,239 for, 0 abstained.

FOR
FOR: 20,691,239ABSTAIN: 0
Largest asset managers voting on “Election of Directors: Art Zeile” at National Bank Holdings Corporation, 2024-2025
Asset managerForAgainst AbstainWithheldVote
BlackRock4,191,6360 00For
Vanguard4,168,1740 00For
Victory Capital2,097,8870 00For
Dimensional1,862,0150 00For
T. Rowe Price1,301,1240 00For
State Street912,9360 00For
Fidelity785,0250 00For
TIAA543,7780 00For
American Century462,4620 00For
Ultimus Managers Trust383,5680 00For
Charles Schwab317,7340 00For
John Hancock299,9920 00For
TRUST FOR PROFESSIONAL MANAGERS260,3270 00For
Principal251,6580 00For
AMERICAN BEACON FUNDS242,3790 00For
Segall Bryant & Hamill Trust175,5860 00For
Invesco167,0900 00For
Columbia Threadneedle154,8660 00For
RBB FUND, INC.154,0250 00For
EA Series Trust134,2450 00For
First Trust115,1640 00For
Russell Investments110,0810 00For
Northwestern Mutual109,2740 00For
JPMorgan108,8080 00For
Equitable100,2210 00For

Showing the 25 largest of 80 asset managers. See all 80 in the interactive database.

10. 3. On an advisory non-binding basis, the compensation paid to the Company's named executive officers, based upon the…

Official resultFund totals may overlapSECTION 14A SAY-ON-PAY VOTESReported outcome: Approved

Combines 12 wordings of this item as funds reported it.

98% Approved · of votes cast

FOR 98%
FOR: 33,998,269AGAINST: 588,140
Details: description as filed, official tally, votes by 232 asset managers

Description as filed by funds: TO ADOPT A RESOLUTION APPROVING, ON AN ADVISORY, NON-BINDING BASIS, THE COMPENSATION PAID TO THE COMPANY'S NAMED EXECUTIVE OFFICERS, AS DISCLOSED, PURSUANT TO ITEM 402 OF REGULATION S-K, IN THE PROXY STATEMENT.

National Bank Holdings Corporation’s own tally for this item (“3. On an advisory non-binding basis, the compensation paid to the Company's named executive officers, based upon the following votes”): 33,998,269 for, 588,140 against — passed, per its Form 8-K filed May 5, 2025 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Proposal 3: The shareholders approved, on an advisory non-binding basis, the compensation paid to the Company's named executive officers, based upon the following votes:”
Support: 98% 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: 82 asset managers voting on “TO ADOPT A RESOLUTION APPROVING, ON AN ADVISORY, NON-BINDING BASIS, THE COMPENSATION PAID TO THE COMPANY'S NAM” at National Bank Holdings Corporation, 2024-2025
Asset managerForAgainst AbstainWithheldVote
BlackRock4,191,6360 00For
Vanguard4,168,1731 00For
Victory Capital2,097,8870 00For
Dimensional1,862,0150 00For
T. Rowe Price1,301,1240 00For
State Street912,9360 00For
Fidelity785,0250 00For
TIAA543,7780 00For
American Century462,4620 00For
Ultimus Managers Trust383,5680 00For
Charles Schwab317,7340 00For
John Hancock299,9920 00For
TRUST FOR PROFESSIONAL MANAGERS260,3270 00For
Principal251,6580 00For
AMERICAN BEACON FUNDS242,3790 00For
Segall Bryant & Hamill Trust175,5860 00For
Invesco167,0900 00For
Columbia Threadneedle154,8660 00For
RBB FUND, INC.154,0250 00For
EA Series Trust0134,245 00Against
First Trust115,1640 00For
Russell Investments110,0810 00For
Northwestern Mutual109,2740 00For
JPMorgan108,8080 00For
Equitable100,2210 00For

Fund voting reports, all 82 managers: 20,575,126 for, 137,908 against, 0 abstained. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports: 172 asset managers voting on “TO ADOPT A RESOLUTION APPROVING, ON AN ADVISORY, NON-BINDING BASIS, THE COMPENSATION PAID TO THE COMPANY'S NAM” at National Bank Holdings Corporation, 2024-2025
Asset managerForAgainst AbstainWithheldVote
Victory Capital2,751,9220 00For
T. Rowe Price2,338,8680 00For
Wellington1,962,9130 00For
State Street1,667,7470 00For
BlackRock1,156,9140 00For
GEODE CAPITAL MANAGEMENT, LLC875,4940 00For
Aristotle Capital Boston, LLC873,9560 00For
Renaissance707,5570 00For
DEPRINCE RACE & ZOLLO INC639,0580 00For
Boston Partners552,0450 00For
Nuveen549,7310 00For
SEGALL BRYANT & HAMILL, LLC536,9050 00For
PRINCIPAL GLOBAL INVESTORS531,6270 00For
American Century477,7980 00For
Northern Trust388,1440 00For
WESTWOOD HOLDINGS GROUP INC385,0290 00For
Charles Schwab366,4150 00For
KENNEDY CAPITAL MANAGEMENT LLC310,0780 00For
Leeward Investments, LLC - MA286,0260 00For
Russell Investments271,2900 00For
MELLON INVESTMENTS Corp244,4990 00For
MALTESE CAPITAL MANAGEMENT LLC210,0000 00For
Invesco205,6170 00For
Dimensional172,9250 00For
PEREGRINE CAPITAL MANAGEMENT LLC129,1960 00For

Institutional-manager reports, all 172 managers: 20,277,523 for, 280,200 against, 2,083 abstained, 6,048 not voted. Showing the 25 largest; see all in the interactive database.

11. 2. The appointment of KPMG LLP as the Company's independent registered public accounting firm for the year ending…

Official resultAUDIT-RELATEDReported outcome: Approved

Combines 2 wordings of this item as funds reported it.

99.2% Approved · of votes cast

FOR 99.2%
FOR: 35,095,102AGAINST: 272,801
Details: description as filed, official tally, votes by 81 asset managers

Description as filed by funds: TO RATIFY THE APPOINTMENT OF KPMG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR 2025.

National Bank Holdings Corporation’s own tally for this item (“2. The appointment of KPMG LLP as the Company's independent registered public accounting firm for the year ending December 31, 2025, based upon the following votes”): 35,095,102 for, 272,801 against — passed, per its Form 8-K filed May 5, 2025 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Proposal 2: The shareholders ratified the appointment of KPMG LLP as the Company's independent registered public accounting firm for the year ending December 31, 2025, based upon the following votes:”
Support: 99.2% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 81 asset managers below reported 20,557,445 for, 134,294 against, 0 abstained.

FOR
FOR: 20,557,445AGAINST: 134,294ABSTAIN: 0
Largest asset managers voting on “TO RATIFY THE APPOINTMENT OF KPMG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR 2025.” at National Bank Holdings Corporation, 2024-2025
Asset managerForAgainst AbstainWithheldVote
BlackRock4,191,6360 00For
Vanguard4,168,1740 00For
Victory Capital2,097,8870 00For
Dimensional1,862,0150 00For
T. Rowe Price1,301,1240 00For
State Street912,88749 00For
Fidelity785,0250 00For
TIAA543,7780 00For
American Century462,4620 00For
Ultimus Managers Trust383,5680 00For
Charles Schwab317,7340 00For
John Hancock299,9920 00For
TRUST FOR PROFESSIONAL MANAGERS260,3270 00For
Principal251,6580 00For
AMERICAN BEACON FUNDS242,3790 00For
Segall Bryant & Hamill Trust175,5860 00For
Invesco167,0900 00For
Columbia Threadneedle154,8660 00For
RBB FUND, INC.154,0250 00For
EA Series Trust0134,245 00Against
First Trust115,1640 00For
Russell Investments110,0810 00For
Northwestern Mutual109,2740 00For
JPMorgan108,8080 00For
Equitable100,2210 00For

Showing the 25 largest of 81 asset managers. See all 81 in the interactive database.

Largest National Bank Holdings Corporation shareholders voting in 2024-2025

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, shown as a share of the 38,094,105 shares outstanding at the time of that meeting.

Fund voting reports: top National Bank Holdings Corporation shareholders by shares voted on “TO ADOPT A RESOLUTION APPROVING, ON AN ADVISORY, NON-BINDING BASIS, THE COMPENSATION PAID TO…”, 2024-2025
#Asset manager % of shares outstanding
1BlackRock 11.00%
2Vanguard 10.94%
3Victory Capital 5.51%
4Dimensional 4.89%
5T. Rowe Price 3.42%
6State Street 2.40%
7Fidelity 2.06%
8TIAA 1.43%
9American Century 1.21%
10Ultimus Managers Trust 1.01%
Institutional-manager reports: top National Bank Holdings Corporation shareholders by shares voted on “TO ADOPT A RESOLUTION APPROVING, ON AN ADVISORY, NON-BINDING BASIS, THE COMPENSATION PAID TO…”, 2024-2025
#Asset manager % of shares outstanding
1Victory Capital 7.22%
2T. Rowe Price 6.14%
3Wellington 5.15%
4State Street 4.38%
5BlackRock 3.04%
6GEODE CAPITAL MANAGEMENT, LLC 2.30%
7Aristotle Capital Boston, LLC 2.29%
8Renaissance 1.86%
9DEPRINCE RACE & ZOLLO INC 1.68%
10Boston Partners 1.45%

Reported National Bank Holdings Corporation holdings and ownership

As disclosed to the SEC in Form 13F (quarter-end holdings of 30 large managers), Schedules 13D and 13G (beneficial ownership above 5%) and the company’s own proxy statement (DEF 14A). Each row names its form.

National Bank Holdings Corporation holdings and ownership disclosed for the 2024-2025 proxy season
Holder % outstanding Disclosure
BlackRock 14.51% 13F
Vanguard Group 11.01% 13F
Wellington Management 7.61% 13F
Victory Capital Management, Inc. 7.47% DEF14A
WILLIAM BLAIR INVESTMENT MANAGEMENT, LLC 6.72% 13G
Dimensional Fund Advisors 5.48% 13F
State Street 4.46% 13F
T. Rowe Price Investment Management, Inc. 3.38% 13G
Geode Capital 2.32% 13F
Renaissance Technologies 2.23% 13F

Percentages above are of 38,094,105 shares outstanding, as reported by National Bank Holdings Corporation on its Form 10-Q dated March 31, 2025 (see the filing on EDGAR). This is the count contemporaneous with the 2024-2025 meeting, not today’s. Each holding is as of its own filing, which may be dated before or after the meeting.

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. Shares outstanding are taken from National Bank Holdings Corporation’s 10-Q dated March 31, 2025. This page is a static snapshot rebuilt weekly on October 18, 2026; a live search always shows the current data.

At National Bank Holdings Corporation's shareholder meeting held April 30, 2025, in the 2024-2025 proxy season, 232 asset managers reported how they voted on 11 ballot items in their SEC Form N-PX filings, covering 3,252 separate fund positions. On the most widely held item on that ballot — TO ADOPT A RESOLUTION APPROVING, ON AN ADVISORY, NON-BINDING BASIS, THE COMPENSATION PAID TO… — National Bank Holdings Corporation's filing reports the proposal as approved, with 98% support 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). Source: National Bank Holdings Corporation's Form 8-K, Item 5.07, filed with the U.S. Securities and Exchange Commission on May 5, 2025.

National Bank Holdings Corporation proxy season coverage: 2023-2024 · 2024-2025 (this page) · 2025-2026.

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