NEXTRACKER INC. 2024-2025 Proxy Voting Records

Description as filed by funds: The election of each of Nextracker's nominees for director to hold office until the 2027 Annual Meeting of Stockholders: Willy Shih

NEXTRACKER INC.’s own tally for this item (“Elect Director: Willy Shih”): 120,309,236 for, 5,400,987 withheld, per its Form 8-K filed August 19, 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: Elected, in the filing’s own words: “Election of Directors The following nominees were elected to serve as the Class II directors until the Company's 2027 annual meeting of stockholders and until their respective successors are duly qualified, or, if sooner, until the director's earlier death, resignation or removal, based on the foll…”
Support: 96% of votes cast — FOR ÷ (FOR + WITHHELD); 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 127 managers: 60,340,351 for, 730,112 withheld, 107,184 abstained. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports, all 4 managers: 781,691 for.

Description as filed by funds: The election of each of Nextracker's nominees for director to hold office until the 2027 Annual Meeting of Stockholders: Julie Blunden

NEXTRACKER INC.’s own tally for this item (“Elect Director: Julie Blunden”): 125,477,533 for, 232,690 withheld, per its Form 8-K filed August 19, 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: Elected, in the filing’s own words: “Election of Directors The following nominees were elected to serve as the Class II directors until the Company's 2027 annual meeting of stockholders and until their respective successors are duly qualified, or, if sooner, until the director's earlier death, resignation or removal, based on the foll…”
Support: 99.8% of votes cast — FOR ÷ (FOR + WITHHELD); 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 126 managers: 61,014,090 for, 58,905 withheld, 677 abstained. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports, all 4 managers: 781,691 for.

Description as filed by funds: The election of each of Nextracker's nominees for director to hold office until the 2027 Annual Meeting of Stockholders: Steven Mandel

NEXTRACKER INC.’s own tally for this item (“Elect Director: Steven Mandel”): 84,845,438 for, 40,864,785 withheld, per its Form 8-K filed August 19, 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: Elected, in the filing’s own words: “Election of Directors The following nominees were elected to serve as the Class II directors until the Company's 2027 annual meeting of stockholders and until their respective successors are duly qualified, or, if sooner, until the director's earlier death, resignation or removal, based on the foll…”
Support: 67% of votes cast — FOR ÷ (FOR + WITHHELD); 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 126 managers: 51,204,718 for, 8,534,993 withheld, 1,333,961 abstained. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports, all 4 managers: 781,691 for.

Description as filed by funds: The approval of an amendment and restatement of the Second Amended and Restated 2022 Nextracker Inc. Equity Incentive Plan to increase the number of shares authorized for issuance thereunder by 11,100,000 shares.

NEXTRACKER INC.’s own tally for this item (“4. Approval of an amendment and restatement of the Second Amended and Restated 2022 Nextracker Inc. Equity Incentive Plan to increase the number of shares authorized for issuance thereunder by 11,100,000 shares”): 117,152,961 for, 8,481,164 against — passed, per its Form 8-K filed August 19, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “The Amendment to the 2022 Plan to increase the number of shares authorized for issuance thereunder by 11,100,000 shares was approved, based on the following results of voting:”
Support: 93% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Also reported under other wordings, matched to the same row of NEXTRACKER INC.’s official tally and shown with their own fund figures; their managers are not in the figures or the table on this card: “Amend Omnibus Stock Plan” (4 managers, Fund and manager reports combined; may count the same shares twice; no share total shown).

The 135 asset managers below reported 58,149,626 for, 2,920,471 against, 33,631 abstained.

Showing the 25 largest of 135 asset managers. See all 135 in the interactive database.

Description as filed by funds: The approval, on an advisory basis, of the compensation of our named executive officers.

NEXTRACKER INC.’s own tally for this item (“3. Approval, on an Advisory Basis, of the Compensation of the Company's Named Executive Officers The results of the advisory vote regarding the Company's fiscal year 2024 executive compensation as disclosed in the Proxy ”): 107,075,314 for, 18,549,604 against, per its Form 8-K filed August 19, 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: 85% 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 129 managers: 57,644,814 for, 3,418,309 against, 33,631 abstained. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports, all 431 managers: 67,447,148 for, 11,721,818 against, 10,520 abstained, 10,446 not voted. Showing the 25 largest; see all in the interactive database.

Description as filed by funds: The ratification of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending March 31, 2025;

NEXTRACKER INC.’s own tally for this item (“2. Ratification of Selection of Independent Registered Public Accounting Firm The selection of Deloitte & Touche LLP as the independent registered accounting firm for the Company for the fiscal year ending March 31, 2025”): 133,154,814 for, 117,769 against — passed, per its Form 8-K filed August 19, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Ratification of Selection of Independent Registered Public Accounting Firm The selection of Deloitte & Touche LLP as the independent registered accounting firm for the Company for the fiscal year ending March 31, 2025 was ratified based on the following results of voting:”
Support: 99.9% 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 130 managers: 61,120,205 for, 18,811 against, 46,631 abstained. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports, all 7 managers: 782,899 for.