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NATIONAL VISION HOLDINGS INC. 2023-2024 Proxy Voting Records

Compiled from SEC Form N-PX filings and NATIONAL VISION HOLDINGS INC.’s Form 8-K, filed June 13, 2024 (Item 5.07 on EDGAR). Page generated October 14, 2026.

  • 12Reported items
  • 269Asset managers
  • 3,822Fund votes
  • June 12, 2024Meeting date

Results at a glance

Meeting of June 12, 2024: 11 items on NATIONAL VISION HOLDINGS INC.’s Form 8-K, filed June 13, 2024: 3 approved · 8 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 2024-2025 2025-2026

Explore NATIONAL VISION HOLDINGS INC. in the interactive database Compare manager voting policies

Official 2023-2024 meeting results reported by NATIONAL VISION HOLDINGS INC.

These tallies are NATIONAL VISION HOLDINGS INC.’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K, filed June 13, 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.

NATIONAL VISION HOLDINGS INC. — official shareholder meeting results, meeting held June 12, 2024
Ballot itemForAgainst AbstainWithheldBroker non-votesSupport (of votes cast)Reported outcomeVoting standard
Elect Director: D. Randolph Peeler 71,842,3051,252,52370,676 --1,556,404 98%Not verified—
Elect Director: L. Reade Fahs 72,929,559157,03278,913 --1,556,404 99.7%Not verified—
Elect Director: Jose Armario 72,912,431183,10469,969 --1,556,404 99.7%Not verified—
Elect Director: Virginia A. Hepner 72,845,528249,62670,350 --1,556,404 99.6%Not verified—
Elect Director: Susan S. Johnson 72,923,881171,27370,350 --1,556,404 99.7%Not verified—
Elect Director: Naomi Kelman 72,832,899261,99770,608 --1,556,404 99.6%Not verified—
Elect Director: Susan O'Farrell 73,003,07075,69186,743 --1,556,404 99.8%Not verified—
Elect Director: Thomas V. Taylor, Jr. 72,554,932540,28770,285 --1,556,404 99.2%Not verified—
2. Advisory Vote on Executive Compensation 65,304,8957,787,94472,665 --1,556,404 89%Approved—
4. Approval of Amendment and Restatement of the 2017 Omnibus Incentive Plan 71,499,0571,594,07672,371 --1,556,404 98%Approved—
5. Ratification of the Appointment of the Independent Registered Public Accounting Firm 73,986,995713,08621,827 --0 99.0%Approved—

Source: NATIONAL VISION HOLDINGS INC., Form 8-K, filed with the SEC on June 13, 2024 — read the filing on EDGAR.

How asset managers voted at the NATIONAL VISION HOLDINGS INC. 2023-2024 meeting

Each item below shows how the 269 asset managers that disclosed a NATIONAL VISION HOLDINGS 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 NATIONAL VISION HOLDINGS 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. Elect Director: Jose Armario

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 5 wordings of this item as funds reported it.

99.7% Majority: yes · of votes cast

FOR 99.7%
FOR: 72,912,431AGAINST: 183,104
Details: description as filed, official tally, votes by 89 asset managers

Description as filed by funds: Elect Directors of the Company: Jose Armario

NATIONAL VISION HOLDINGS INC.’s own tally for this item (“Elect Director: Jose Armario”): 72,912,431 for, 183,104 against, per its Form 8-K filed June 13, 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: 99.7% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 89 asset managers below reported 41,312,127 for, 17,019 against, 53,468 abstained, 2,139 unknown.

FOR
FOR: 41,312,127AGAINST: 17,019ABSTAIN: 53,468UNKNOWN: 2,139
Largest asset managers voting on “Elect Directors of the Company: Jose Armario” at NATIONAL VISION HOLDINGS INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard10,986,7460 00For
BlackRock8,976,7520 00For
Legg Mason2,945,6420 00For
Fidelity2,301,9520 00For
Waddell & Reed2,012,3200 00For
Dimensional1,961,9780 00For
State Street1,586,9790 00For
WILLIAM BLAIR FUNDS1,452,7030 00For
Charles Schwab1,053,7110 00For
MERIDIAN FUND INC993,8330 00For
Columbia Threadneedle700,1070 00For
TIAA559,0520 00For
Federated Hermes530,9990 00For
Delaware/Macquarie455,1640 00For
Pacific Life370,5850 00For
Principal337,2970 00For
Allspring293,1370 00For
Prudential/PGIM288,9190 00For
Invesco277,7690 00For
IMPAX FUNDS SERIES TRUST I255,6690 00For
FIRST EAGLE FUNDS234,5130 00For
FINANCIAL INVESTORS TRUST222,4860 00For
Equitable205,6130 00For
Jackson National186,7770 00For
DRIEHAUS MUTUAL FUNDS170,5910 00For

Showing the 25 largest of 89 asset managers. See all 89 in the interactive database.

2. Elect Director: Virginia A. Hepner

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 6 wordings of this item as funds reported it.

99.6% Majority: yes · of votes cast

FOR 99.6%
FOR: 72,845,528AGAINST: 249,626
Details: description as filed, official tally, votes by 89 asset managers

Description as filed by funds: Elect Directors of the Company: Virginia Hepner

NATIONAL VISION HOLDINGS INC.’s own tally for this item (“Elect Director: Virginia A. Hepner”): 72,845,528 for, 249,626 against, per its Form 8-K filed June 13, 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: 99.6% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 89 asset managers below reported 41,305,440 for, 23,706 against, 53,468 abstained, 2,139 unknown.

FOR
FOR: 41,305,440AGAINST: 23,706ABSTAIN: 53,468UNKNOWN: 2,139
Largest asset managers voting on “Elect Directors of the Company: Virginia Hepner” at NATIONAL VISION HOLDINGS INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard10,986,7460 00For
BlackRock8,976,7520 00For
Legg Mason2,945,6420 00For
Fidelity2,301,9520 00For
Waddell & Reed2,012,3200 00For
Dimensional1,961,9780 00For
State Street1,586,9790 00For
WILLIAM BLAIR FUNDS1,452,7030 00For
Charles Schwab1,053,7110 00For
MERIDIAN FUND INC993,8330 00For
Columbia Threadneedle700,1070 00For
TIAA559,0520 00For
Federated Hermes530,9990 00For
Delaware/Macquarie455,1640 00For
Pacific Life370,5850 00For
Principal337,2970 00For
Allspring293,1370 00For
Prudential/PGIM288,9190 00For
Invesco277,7690 00For
IMPAX FUNDS SERIES TRUST I255,6690 00For
FIRST EAGLE FUNDS234,5130 00For
FINANCIAL INVESTORS TRUST222,4860 00For
Equitable205,6130 00For
Jackson National186,7770 00For
DRIEHAUS MUTUAL FUNDS170,5910 00For

Showing the 25 largest of 89 asset managers. See all 89 in the interactive database.

3. Elect Director: Susan S. Johnson

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 5 wordings of this item as funds reported it.

99.7% Majority: yes · of votes cast

FOR 99.7%
FOR: 72,923,881AGAINST: 171,273
Details: description as filed, official tally, votes by 89 asset managers

Description as filed by funds: Elect Directors of the Company: Susan Somersille Johnson

NATIONAL VISION HOLDINGS INC.’s own tally for this item (“Elect Director: Susan S. Johnson”): 72,923,881 for, 171,273 against, per its Form 8-K filed June 13, 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: 99.7% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 89 asset managers below reported 41,313,161 for, 15,985 against, 53,468 abstained, 2,139 unknown.

FOR
FOR: 41,313,161AGAINST: 15,985ABSTAIN: 53,468UNKNOWN: 2,139
Largest asset managers voting on “Elect Directors of the Company: Susan Somersille Johnson” at NATIONAL VISION HOLDINGS INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard10,986,7460 00For
BlackRock8,976,7520 00For
Legg Mason2,945,6420 00For
Fidelity2,301,9520 00For
Waddell & Reed2,012,3200 00For
Dimensional1,961,9780 00For
State Street1,586,9790 00For
WILLIAM BLAIR FUNDS1,452,7030 00For
Charles Schwab1,053,7110 00For
MERIDIAN FUND INC993,8330 00For
Columbia Threadneedle700,1070 00For
TIAA559,0520 00For
Federated Hermes530,9990 00For
Delaware/Macquarie455,1640 00For
Pacific Life370,5850 00For
Principal337,2970 00For
Allspring293,1370 00For
Prudential/PGIM288,9190 00For
Invesco277,7690 00For
IMPAX FUNDS SERIES TRUST I255,6690 00For
FIRST EAGLE FUNDS234,5130 00For
FINANCIAL INVESTORS TRUST222,4860 00For
Equitable205,6130 00For
Jackson National186,7770 00For
DRIEHAUS MUTUAL FUNDS170,5910 00For

Showing the 25 largest of 89 asset managers. See all 89 in the interactive database.

4. Elect Director: Naomi Kelman

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 5 wordings of this item as funds reported it.

99.6% Majority: yes · of votes cast

FOR 99.6%
FOR: 72,832,899AGAINST: 261,997
Details: description as filed, official tally, votes by 89 asset managers

Description as filed by funds: Elect Directors of the Company: Naomi Kelman

NATIONAL VISION HOLDINGS INC.’s own tally for this item (“Elect Director: Naomi Kelman”): 72,832,899 for, 261,997 against, per its Form 8-K filed June 13, 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: 99.6% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 89 asset managers below reported 41,327,847 for, 1,299 against, 53,468 abstained, 2,139 unknown.

FOR
FOR: 41,327,847AGAINST: 1,299ABSTAIN: 53,468UNKNOWN: 2,139
Largest asset managers voting on “Elect Directors of the Company: Naomi Kelman” at NATIONAL VISION HOLDINGS INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard10,986,7460 00For
BlackRock8,976,7520 00For
Legg Mason2,945,6420 00For
Fidelity2,301,9520 00For
Waddell & Reed2,012,3200 00For
Dimensional1,961,9780 00For
State Street1,586,9790 00For
WILLIAM BLAIR FUNDS1,452,7030 00For
Charles Schwab1,053,7110 00For
MERIDIAN FUND INC993,8330 00For
Columbia Threadneedle700,1070 00For
TIAA559,0520 00For
Federated Hermes530,9990 00For
Delaware/Macquarie455,1640 00For
Pacific Life370,5850 00For
Principal337,2970 00For
Allspring293,1370 00For
Prudential/PGIM288,9190 00For
Invesco277,7690 00For
IMPAX FUNDS SERIES TRUST I255,6690 00For
FIRST EAGLE FUNDS234,5130 00For
FINANCIAL INVESTORS TRUST222,4860 00For
Equitable205,6130 00For
Jackson National186,7770 00For
DRIEHAUS MUTUAL FUNDS170,5910 00For

Showing the 25 largest of 89 asset managers. See all 89 in the interactive database.

5. Elect Director: Susan O'Farrell

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 6 wordings of this item as funds reported it.

99.8% Majority: yes · of votes cast

FOR 99.8%
FOR: 73,003,070AGAINST: 75,691
Details: description as filed, official tally, votes by 89 asset managers

Description as filed by funds: Elect Directors of the Company: Susan O'Farrell

NATIONAL VISION HOLDINGS INC.’s own tally for this item (“Elect Director: Susan O'Farrell”): 73,003,070 for, 75,691 against, per its Form 8-K filed June 13, 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: 99.8% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 89 asset managers below reported 41,313,161 for, 69,453 abstained, 2,139 unknown.

FOR
FOR: 41,313,161ABSTAIN: 69,453UNKNOWN: 2,139
Largest asset managers voting on “Elect Directors of the Company: Susan O'Farrell” at NATIONAL VISION HOLDINGS INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard10,986,7460 00For
BlackRock8,976,7520 00For
Legg Mason2,945,6420 00For
Fidelity2,301,9520 00For
Waddell & Reed2,012,3200 00For
Dimensional1,961,9780 00For
State Street1,586,9790 00For
WILLIAM BLAIR FUNDS1,452,7030 00For
Charles Schwab1,053,7110 00For
MERIDIAN FUND INC993,8330 00For
Columbia Threadneedle700,1070 00For
TIAA559,0520 00For
Federated Hermes530,9990 00For
Delaware/Macquarie455,1640 00For
Pacific Life370,5850 00For
Principal337,2970 00For
Allspring293,1370 00For
Prudential/PGIM288,9190 00For
Invesco277,7690 00For
IMPAX FUNDS SERIES TRUST I255,6690 00For
FIRST EAGLE FUNDS234,5130 00For
FINANCIAL INVESTORS TRUST222,4860 00For
Equitable205,6130 00For
Jackson National186,7770 00For
DRIEHAUS MUTUAL FUNDS170,5910 00For

Showing the 25 largest of 89 asset managers. See all 89 in the interactive database.

6. Elect Director: D. Randolph Peeler

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 5 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%
FOR: 71,842,305AGAINST: 1,252,523
Details: description as filed, official tally, votes by 89 asset managers

Description as filed by funds: Elect Directors of the Company: D. Randolph Peeler

NATIONAL VISION HOLDINGS INC.’s own tally for this item (“Elect Director: D. Randolph Peeler”): 71,842,305 for, 1,252,523 against, per its Form 8-K filed June 13, 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: 98% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 89 asset managers below reported 41,328,881 for, 265 against, 53,468 abstained, 2,139 unknown.

FOR
FOR: 41,328,881AGAINST: 265ABSTAIN: 53,468UNKNOWN: 2,139
Largest asset managers voting on “Elect Directors of the Company: D. Randolph Peeler” at NATIONAL VISION HOLDINGS INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard10,986,7460 00For
BlackRock8,976,7520 00For
Legg Mason2,945,6420 00For
Fidelity2,301,9520 00For
Waddell & Reed2,012,3200 00For
Dimensional1,961,9780 00For
State Street1,586,9790 00For
WILLIAM BLAIR FUNDS1,452,7030 00For
Charles Schwab1,053,7110 00For
MERIDIAN FUND INC993,8330 00For
Columbia Threadneedle700,1070 00For
TIAA559,0520 00For
Federated Hermes530,9990 00For
Delaware/Macquarie455,1640 00For
Pacific Life370,5850 00For
Principal337,2970 00For
Allspring293,1370 00For
Prudential/PGIM288,9190 00For
Invesco277,7690 00For
IMPAX FUNDS SERIES TRUST I255,6690 00For
FIRST EAGLE FUNDS234,5130 00For
FINANCIAL INVESTORS TRUST222,4860 00For
Equitable205,6130 00For
Jackson National186,7770 00For
DRIEHAUS MUTUAL FUNDS170,5910 00For

Showing the 25 largest of 89 asset managers. See all 89 in the interactive database.

7. Elect Director: Thomas V. Taylor, Jr.

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 5 wordings of this item as funds reported it.

99.2% Majority: yes · of votes cast

FOR 99.2%
FOR: 72,554,932AGAINST: 540,287
Details: description as filed, official tally, votes by 89 asset managers

Description as filed by funds: Elect Directors of the Company: Thomas V. Taylor, Jr.

NATIONAL VISION HOLDINGS INC.’s own tally for this item (“Elect Director: Thomas V. Taylor, Jr.”): 72,554,932 for, 540,287 against, per its Form 8-K filed June 13, 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: 99.2% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 89 asset managers below reported 41,328,881 for, 265 against, 53,468 abstained, 2,139 unknown.

FOR
FOR: 41,328,881AGAINST: 265ABSTAIN: 53,468UNKNOWN: 2,139
Largest asset managers voting on “Elect Directors of the Company: Thomas V. Taylor, Jr.” at NATIONAL VISION HOLDINGS INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard10,986,7460 00For
BlackRock8,976,7520 00For
Legg Mason2,945,6420 00For
Fidelity2,301,9520 00For
Waddell & Reed2,012,3200 00For
Dimensional1,961,9780 00For
State Street1,586,9790 00For
WILLIAM BLAIR FUNDS1,452,7030 00For
Charles Schwab1,053,7110 00For
MERIDIAN FUND INC993,8330 00For
Columbia Threadneedle700,1070 00For
TIAA559,0520 00For
Federated Hermes530,9990 00For
Delaware/Macquarie455,1640 00For
Pacific Life370,5850 00For
Principal337,2970 00For
Allspring293,1370 00For
Prudential/PGIM288,9190 00For
Invesco277,7690 00For
IMPAX FUNDS SERIES TRUST I255,6690 00For
FIRST EAGLE FUNDS234,5130 00For
FINANCIAL INVESTORS TRUST222,4860 00For
Equitable205,6130 00For
Jackson National186,7770 00For
DRIEHAUS MUTUAL FUNDS170,5910 00For

Showing the 25 largest of 89 asset managers. See all 89 in the interactive database.

8. Elect Director: L. Reade Fahs

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 4 wordings of this item as funds reported it.

99.7% Majority: yes · of votes cast

FOR 99.7%
FOR: 72,929,559AGAINST: 157,032
Details: description as filed, official tally, votes by 88 asset managers

Description as filed by funds: Elect Directors of the Company: L. Reade Fahs

NATIONAL VISION HOLDINGS INC.’s own tally for this item (“Elect Director: L. Reade Fahs”): 72,929,559 for, 157,032 against, per its Form 8-K filed June 13, 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: 99.7% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 88 asset managers below reported 41,324,378 for, 53,468 abstained, 2,139 unknown.

FOR
FOR: 41,324,378ABSTAIN: 53,468UNKNOWN: 2,139
Largest asset managers voting on “Elect Directors of the Company: L. Reade Fahs” at NATIONAL VISION HOLDINGS INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard10,986,7460 00For
BlackRock8,976,7520 00For
Legg Mason2,945,6420 00For
Fidelity2,301,9520 00For
Waddell & Reed2,012,3200 00For
Dimensional1,961,9780 00For
State Street1,586,9790 00For
WILLIAM BLAIR FUNDS1,452,7030 00For
Charles Schwab1,053,7110 00For
MERIDIAN FUND INC993,8330 00For
Columbia Threadneedle700,1070 00For
TIAA559,0520 00For
Federated Hermes530,9990 00For
Delaware/Macquarie455,1640 00For
Pacific Life370,5850 00For
Principal337,2970 00For
Allspring293,1370 00For
Prudential/PGIM288,9190 00For
Invesco277,7690 00For
IMPAX FUNDS SERIES TRUST I255,6690 00For
FIRST EAGLE FUNDS234,5130 00For
FINANCIAL INVESTORS TRUST222,4860 00For
Equitable205,6130 00For
Jackson National186,7770 00For
DRIEHAUS MUTUAL FUNDS170,5910 00For

Showing the 25 largest of 88 asset managers. See all 88 in the interactive database.

9. 4. Approval of Amendment and Restatement of the 2017 Omnibus Incentive Plan

Official resultCOMPENSATIONCOMPENSATIONCOMPENSATIONCOMPENSATIONReported outcome: Approved

Combines 4 wordings of this item as funds reported it.

98% Approved · of votes cast

FOR 98%
FOR: 71,499,057AGAINST: 1,594,076
Details: description as filed, official tally, votes by 89 asset managers

Description as filed by funds: Approval of amendment and restatement of the National Vision Holdings, Inc. 2017 Omnibus Incentive Plan.

NATIONAL VISION HOLDINGS INC.’s own tally for this item (“4. Approval of Amendment and Restatement of the 2017 Omnibus Incentive Plan”): 71,499,057 for, 1,594,076 against — passed, per its Form 8-K filed June 13, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Proposal 4: Approval of Amendment and Restatement of the 2017 Omnibus Incentive Plan Stockholders approved the amendment and restatement of the 2017 Omnibus Incentive Plan.”
Support: 98% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 89 asset managers below reported 41,198,996 for, 134,291 against, 49,327 abstained, 2,139 unknown.

FOR
FOR: 41,198,996AGAINST: 134,291ABSTAIN: 49,327UNKNOWN: 2,139
Largest asset managers voting on “Approval of amendment and restatement of the National Vision Holdings, Inc. 2017 Omnibus Incentive Plan.” at NATIONAL VISION HOLDINGS INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard10,986,7460 00For
BlackRock8,976,7520 00For
Legg Mason2,945,6420 00For
Fidelity2,301,9520 00For
Waddell & Reed2,012,3200 00For
Dimensional1,961,9780 00For
State Street1,585,8031,176 00For
WILLIAM BLAIR FUNDS1,452,7030 00For
Charles Schwab1,053,7110 00For
MERIDIAN FUND INC993,8330 00For
Columbia Threadneedle700,1070 00For
TIAA559,0520 00For
Federated Hermes530,9990 00For
Delaware/Macquarie455,1640 00For
Pacific Life370,5850 00For
Principal337,2970 00For
Allspring293,1370 00For
Prudential/PGIM288,9190 00For
Invesco277,7690 00For
IMPAX FUNDS SERIES TRUST I255,6690 00For
FIRST EAGLE FUNDS234,5130 00For
FINANCIAL INVESTORS TRUST222,4860 00For
Equitable205,6130 00For
Jackson National186,7770 00For
DRIEHAUS MUTUAL FUNDS170,5910 00For

Showing the 25 largest of 89 asset managers. See all 89 in the interactive database.

10. 2. Advisory Vote on Executive Compensation

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

Combines 9 wordings of this item as funds reported it.

89% Approved · of votes cast

FOR 89%
FOR: 65,304,895AGAINST: 7,787,944
Details: description as filed, official tally, votes by 264 asset managers

Description as filed by funds: Advisory vote to approve the compensation of the named executive officers ("Say-on-Pay").

NATIONAL VISION HOLDINGS INC.’s own tally for this item (“2. Advisory Vote on Executive Compensation”): 65,304,895 for, 7,787,944 against — passed, per its Form 8-K filed June 13, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Proposal 2: Advisory Vote on Executive Compensation Stockholders approved, on a non-binding advisory basis, the compensation paid to the Company's named executive officers.”
Support: 89% 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: 88 asset managers voting on “Advisory vote to approve the compensation of the named executive officers ("Say-on-Pay").” at NATIONAL VISION HOLDINGS INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard9,788,4031,198,343 00Mixed
BlackRock8,976,7520 00For
Legg Mason2,945,6420 00For
Fidelity2,124,344177,608 00Mixed
Waddell & Reed2,012,3200 00For
Dimensional01,961,978 00Against
State Street1,582,6094,370 00For
WILLIAM BLAIR FUNDS1,452,7030 00For
Charles Schwab1,053,7110 00For
MERIDIAN FUND INC0993,833 00Against
Columbia Threadneedle700,1070 00For
TIAA559,0520 00For
Federated Hermes530,9990 00For
Delaware/Macquarie455,1640 00For
Pacific Life370,5850 00For
Principal337,2970 00For
Allspring293,1370 00For
Prudential/PGIM208,41180,508 00Mixed
Invesco277,7690 00For
IMPAX FUNDS SERIES TRUST I255,6690 00For
FIRST EAGLE FUNDS234,5130 00For
FINANCIAL INVESTORS TRUST222,4860 00For
Equitable205,6130 00For
Jackson National167,95018,827 00Mixed
DRIEHAUS MUTUAL FUNDS170,5910 00For

Fund voting reports, all 88 managers: 36,547,157 for, 4,785,980 against, 49,327 abstained, 2,139 unknown. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports: 199 asset managers voting on “Advisory vote to approve the compensation of the named executive officers ("Say-on-Pay").” at NATIONAL VISION HOLDINGS INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
WILLIAM BLAIR INVESTMENT MANAGEMENT, LLC6,776,1730 00For
Clearbridge Investments, LLC4,518,5930 00For
HAWK RIDGE CAPITAL MANAGEMENT LP3,736,2550 00For
MACQUARIE INVESTMENT MANAGEMENT BUSINESS TRUST3,416,4980 00For
State Street3,130,1964,370 00For
BlackRock2,842,49816,581 00For
ArrowMark Colorado Holdings LLC02,718,633 00Against
J. Goldman & Co LP1,836,9250 00For
GEODE CAPITAL MANAGEMENT, LLC1,756,4610 00For
Wellington1,311,4820 00For
ARROWSTREET CAPITAL, LIMITED PARTNERSHIP1,197,3168,527 00For
Charles Schwab1,099,1730 00For
MARSHALL WACE, LLP0774,432 00Against
DE Shaw723,2230 00For
Nuveen651,3790 00For
MELLON INVESTMENTS Corp625,9800 00For
Northern Trust605,95853 00For
Federated Hermes582,0585,517 00For
DRIEHAUS CAPITAL MANAGEMENT LLC582,8100 00For
EMERALD MUTUAL FUND ADVISERS TRUST561,0810 00For
EMERALD ADVISERS, LLC495,0370 00For
Allspring409,5070 00For
PRINCIPAL GLOBAL INVESTORS404,0150 00For
Metavasi Capital LP330,2510 00For
BANK OF AMERICA NA0324,446 00Against

Institutional-manager reports, all 199 managers: 41,103,017 for, 5,541,458 against, 15,211 abstained, 2 not voted, 127,777 1 year. Showing the 25 largest; see all in the interactive database.

11. Advisory vote on the frequency of future Say-on-Pay votes.

No official matchFund totals may overlapSECTION 14A SAY-ON-PAY VOTESSECTION 14A SAY-ON-PAY VOTESSECTION 14A SAY-ON-PAY VOTESSECTION 14A SAY-ON-PAY VOTES

Combines 4 wordings of this item as funds reported it.

97% Fund and manager reports combined; may count the same shares twice · no official result

1 YEAR
Details: votes by 261 asset managers

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: 87 asset managers voting on “Advisory vote on the frequency of future Say-on-Pay votes.” at NATIONAL VISION HOLDINGS INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard00 00--
BlackRock00 00--
Legg Mason00 00--
Fidelity00 00--
Waddell & Reed00 00--
Dimensional00 00--
State Street00 00--
WILLIAM BLAIR FUNDS00 00--
Charles Schwab00 00--
MERIDIAN FUND INC00 00--
Columbia Threadneedle00 00--
TIAA00 00--
Federated Hermes00 00--
Delaware/Macquarie00 00--
Pacific Life00 00--
Principal00 00--
Allspring00 00--
Prudential/PGIM00 00--
Invesco00 00--
IMPAX FUNDS SERIES TRUST I00 00--
FIRST EAGLE FUNDS00 00--
FINANCIAL INVESTORS TRUST00 00--
Equitable00 00--
Jackson National00 00--
DRIEHAUS MUTUAL FUNDS00 00--

Fund voting reports, all 87 managers: 20,753 for, 49,327 abstained, 39,245,374 1 year, 2,006,447 3 year, 2,139 unknown. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports: 194 asset managers voting on “Advisory vote on the frequency of future Say-on-Pay votes.” at NATIONAL VISION HOLDINGS INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
WILLIAM BLAIR INVESTMENT MANAGEMENT, LLC00 00--
Clearbridge Investments, LLC00 00--
HAWK RIDGE CAPITAL MANAGEMENT LP00 00--
MACQUARIE INVESTMENT MANAGEMENT BUSINESS TRUST00 00--
State Street00 00--
BlackRock00 00--
ArrowMark Colorado Holdings LLC00 00--
J. Goldman & Co LP00 00--
GEODE CAPITAL MANAGEMENT, LLC00 00--
Wellington00 00--
ARROWSTREET CAPITAL, LIMITED PARTNERSHIP00 00--
Charles Schwab00 00Not Voted
MARSHALL WACE, LLP00 00--
DE Shaw00 00--
Nuveen00 00--
MELLON INVESTMENTS Corp00 00--
Northern Trust00 00--
Federated Hermes00 00--
DRIEHAUS CAPITAL MANAGEMENT LLC00 00--
EMERALD MUTUAL FUND ADVISERS TRUST00 00--
EMERALD ADVISERS, LLC00 00--
Allspring00 00--
PRINCIPAL GLOBAL INVESTORS00 00--
Metavasi Capital LP00 00--
BANK OF AMERICA NA00 00--

Institutional-manager reports, all 194 managers: 124,225 for, 3,802 against, 225 withheld, 111 abstained, 2 not voted, 46,244,705 1 year, 294,931 3 year, 155 unknown. Showing the 25 largest; see all in the interactive database.

12. 5. Ratification of the Appointment of the Independent Registered Public Accounting Firm

Official resultAUDIT-RELATEDAUDIT-RELATEDAUDIT-RELATEDAUDIT-RELATEDReported outcome: Approved

Combines 6 wordings of this item as funds reported it.

99.0% Approved · of votes cast

FOR 99.0%
FOR: 73,986,995AGAINST: 713,086
Details: description as filed, official tally, votes by 89 asset managers

Description as filed by funds: Ratification of the appointment of Deloitte & Touche LLP to serve as the Company's independent registered public accounting firm for fiscal 2024.

NATIONAL VISION HOLDINGS INC.’s own tally for this item (“5. Ratification of the Appointment of the Independent Registered Public Accounting Firm”): 73,986,995 for, 713,086 against — passed, per its Form 8-K filed June 13, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Proposal 5: Ratification of the Appointment of the Independent Registered Public Accounting Firm Stockholders ratified the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal 2024.”
Support: 99.0% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 89 asset managers below reported 41,366,319 for, 10,615 against, 5,680 abstained, 2,139 unknown.

FOR
FOR: 41,366,319AGAINST: 10,615ABSTAIN: 5,680UNKNOWN: 2,139
Largest asset managers voting on “Ratification of the appointment of Deloitte & Touche LLP to serve as the Company's independent registered publ” at NATIONAL VISION HOLDINGS INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard10,986,7460 00For
BlackRock8,976,7520 00For
Legg Mason2,945,6420 00For
Fidelity2,301,9520 00For
Waddell & Reed2,012,3200 00For
Dimensional1,961,9780 00For
State Street1,585,8031,176 00For
WILLIAM BLAIR FUNDS1,452,7030 00For
Charles Schwab1,053,7110 00For
MERIDIAN FUND INC993,8330 00For
Columbia Threadneedle700,1070 00For
TIAA559,0520 00For
Federated Hermes530,9990 00For
Delaware/Macquarie455,1640 00For
Pacific Life370,5850 00For
Principal337,2970 00For
Allspring293,1370 00For
Prudential/PGIM288,9190 00For
Invesco277,7690 00For
IMPAX FUNDS SERIES TRUST I255,6690 00For
FIRST EAGLE FUNDS234,5130 00For
FINANCIAL INVESTORS TRUST222,4860 00For
Equitable205,6130 00For
Jackson National186,7770 00For
DRIEHAUS MUTUAL FUNDS170,5910 00For

Showing the 25 largest of 89 asset managers. See all 89 in the interactive database.

Largest NATIONAL VISION HOLDINGS 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, shown as a share of the 78,558,000 shares outstanding at the time of that meeting.

Fund voting reports: top NATIONAL VISION HOLDINGS INC. shareholders by shares voted on “Advisory vote to approve the compensation of the named executive officers ("Say-on-Pay").”, 2023-2024
#Asset manager % of shares outstanding
1Vanguard 13.99%
2BlackRock 11.43%
3Legg Mason 3.75%
4Fidelity 2.93%
5Waddell & Reed 2.56%
6Dimensional 2.50%
7State Street 2.02%
8WILLIAM BLAIR FUNDS 1.85%
9Charles Schwab 1.34%
10MERIDIAN FUND INC 1.27%
Institutional-manager reports: top NATIONAL VISION HOLDINGS INC. shareholders by shares voted on “Advisory vote to approve the compensation of the named executive officers ("Say-on-Pay").”, 2023-2024
#Asset manager % of shares outstanding
1WILLIAM BLAIR INVESTMENT MANAGEMENT, LLC 8.63%
2Clearbridge Investments, LLC 5.75%
3HAWK RIDGE CAPITAL MANAGEMENT LP 4.76%
4MACQUARIE INVESTMENT MANAGEMENT BUSINESS TRUST 4.35%
5State Street 3.99%
6BlackRock 3.64%
7ArrowMark Colorado Holdings LLC 3.46%
8J. Goldman & Co LP 2.34%
9GEODE CAPITAL MANAGEMENT, LLC 2.24%
10Wellington 1.67%

Reported NATIONAL VISION HOLDINGS INC. 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 VISION HOLDINGS INC. holdings and ownership disclosed for the 2023-2024 proxy season
Holder % outstanding Disclosure
BlackRock 14.67% 13F
Vanguard Group 13.45% 13F
ClearBridge Investments, LLC 5.51% 13G
State Street 4.21% 13F
Dimensional Fund Advisors 2.95% 13F
Geode Capital 2.25% 13F
FMR (Fidelity) 2.05% 13F
Wellington Management 1.66% 13F
D.E. Shaw 1.46% 13F
Charles Schwab 1.39% 13F

Percentages above are of 78,558,000 shares outstanding, as reported by NATIONAL VISION HOLDINGS INC. on its Form 10-Q dated March 30, 2024 (see the filing on EDGAR). This is the count contemporaneous with the 2023-2024 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 VISION HOLDINGS INC.’s 10-Q dated March 30, 2024. This page is a static snapshot rebuilt weekly on October 14, 2026; a live search always shows the current data.

At NATIONAL VISION HOLDINGS INC.'s shareholder meeting held June 12, 2024, in the 2023-2024 proxy season, 269 asset managers reported how they voted in their SEC Form N-PX filings, covering 3,822 separate fund positions. Their filings are grouped here into 12 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 — Advisory vote to approve the compensation of the named executive officers ("Say-on-Pay"). — NATIONAL VISION HOLDINGS INC.'s filing reports the proposal as approved, with 89% 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 VISION HOLDINGS INC.'s Form 8-K, Item 5.07, filed with the U.S. Securities and Exchange Commission on June 13, 2024.

NATIONAL VISION HOLDINGS INC. proxy season coverage: 2023-2024 (this page) · 2024-2025 · 2025-2026.

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