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Compiled from SEC Form N-PX filings and PAGERDUTY INC.’s Form 8-K, filed June 18, 2024 (Item 5.07 on EDGAR). Page generated October 18, 2026.
Meeting of June 13, 2024: 5 items on PAGERDUTY INC.’s Form 8-K, filed June 18, 2024: 3 elected · 2 approved.
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
Explore PAGERDUTY INC. in the interactive database Compare manager voting policies
These tallies are PAGERDUTY INC.’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K, filed June 18, 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 |
|---|---|---|---|---|---|---|---|---|
| Elect Director: Teresa Carlson | 69,290,264 | -- | -- | 5,112,323 | 8,325,464 | 93% | Elected | — |
| Elect Director: Rathi Murthy | 51,136,674 | -- | -- | 23,265,913 | 8,325,464 | 69% | Elected | — |
| Elect Director: Alex Solomon | 49,559,146 | -- | -- | 24,843,441 | 8,325,464 | 67% | Elected | — |
| 2. Ratification of Appointment of Independent Registered Public Accounting Firm | 82,370,309 | 87,348 | 270,394 | -- | -- | 99.8% | Approved | — |
| 3. Advisory Vote to Approve Executive Compensation | 59,449,428 | 14,627,721 | 325,438 | -- | 8,325,464 | 80% | Approved | — |
Source: PAGERDUTY INC., Form 8-K, filed with the SEC on June 18, 2024 — read the filing on EDGAR.
Each item below shows how the 266 asset managers that disclosed a PAGERDUTY 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.
Combines 6 wordings of this item as funds reported it.
67% Majority: yes · of votes cast
Description as filed by funds: To elect three Class II directors for terms expiring at our 2027 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified: Alex Solomon
PAGERDUTY INC.’s own tally for this item (“Elect Director: Alex Solomon”): 49,559,146 for, 24,843,441 withheld, per its Form 8-K filed June 18, 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: “The stockholders elected each of the three persons named below as Class II directors to serve until the 2027 annual meeting of stockholders or until their successors are elected and qualified.”
Support: 67% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.
The 66 asset managers below reported 28,799,329 for, 8,921,106 withheld, 214,441 abstained.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 9,375,605 | 0 | 0 | 0 | For |
| ARK ETF Trust | 8,414,047 | 0 | 0 | 0 | For |
| Legg Mason | 3,389,218 | 0 | 0 | 0 | For |
| JANUS INVESTMENT FUND | 0 | 0 | 0 | 2,956,546 | Withhold |
| MFS | 0 | 0 | 0 | 2,026,427 | Withhold |
| BlackRock | 2,006,530 | 0 | 0 | 0 | For |
| Fidelity | 1,849,939 | 0 | 0 | 0 | For |
| American Century | 0 | 0 | 0 | 1,322,011 | Withhold |
| Charles Schwab | 789,231 | 0 | 0 | 0 | For |
| Allspring | 0 | 0 | 0 | 685,817 | Withhold |
| GLENMEDE FUND INC | 0 | 0 | 0 | 590,404 | Withhold |
| BBH Trust | 450,000 | 0 | 0 | 0 | For |
| WisdomTree | 0 | 0 | 0 | 409,960 | Withhold |
| MERIDIAN FUND INC | 371,115 | 0 | 0 | 0 | For |
| BUFFALO FUNDS | 296,510 | 0 | 0 | 0 | For |
| Grandeur Peak Global Trust | 274,938 | 0 | 0 | 0 | For |
| AMERICAN BEACON FUNDS | 232,901 | 0 | 0 | 0 | For |
| TIAA | 229,148 | 0 | 0 | 0 | For |
| Equitable | 137,159 | 0 | 0 | 85,367 | Mixed |
| Pacific Life | 29,905 | 0 | 0 | 177,259 | Mixed |
| Guardian Variable Products Trust | 0 | 0 | 176,702 | 0 | Abstain |
| QUANTITATIVE MASTER SERIES LLC | 166,454 | 0 | 0 | 0 | For |
| Thrivent | 0 | 0 | 0 | 153,588 | Withhold |
| Prudential/PGIM | 0 | 0 | 0 | 137,009 | Withhold |
| SEI | 127,254 | 0 | 0 | 0 | For |
Showing the 25 largest of 66 asset managers. See all 66 in the interactive database.
Combines 6 wordings of this item as funds reported it.
69% Majority: yes · of votes cast
Description as filed by funds: To elect three Class II directors for terms expiring at our 2027 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified: Rathi Murthy
PAGERDUTY INC.’s own tally for this item (“Elect Director: Rathi Murthy”): 51,136,674 for, 23,265,913 withheld, per its Form 8-K filed June 18, 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: “The stockholders elected each of the three persons named below as Class II directors to serve until the 2027 annual meeting of stockholders or until their successors are elected and qualified.”
Support: 69% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.
The 66 asset managers below reported 28,860,766 for, 8,753,836 withheld, 320,274 abstained.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 9,375,605 | 0 | 0 | 0 | For |
| ARK ETF Trust | 8,414,047 | 0 | 0 | 0 | For |
| Legg Mason | 3,389,218 | 0 | 0 | 0 | For |
| JANUS INVESTMENT FUND | 0 | 0 | 0 | 2,956,546 | Withhold |
| MFS | 0 | 0 | 0 | 2,026,427 | Withhold |
| BlackRock | 2,006,530 | 0 | 0 | 0 | For |
| Fidelity | 1,849,939 | 0 | 0 | 0 | For |
| American Century | 0 | 0 | 0 | 1,322,011 | Withhold |
| Charles Schwab | 789,231 | 0 | 0 | 0 | For |
| Allspring | 0 | 0 | 0 | 685,817 | Withhold |
| GLENMEDE FUND INC | 0 | 0 | 0 | 590,404 | Withhold |
| BBH Trust | 450,000 | 0 | 0 | 0 | For |
| WisdomTree | 0 | 0 | 0 | 409,960 | Withhold |
| MERIDIAN FUND INC | 371,115 | 0 | 0 | 0 | For |
| BUFFALO FUNDS | 296,510 | 0 | 0 | 0 | For |
| Grandeur Peak Global Trust | 274,938 | 0 | 0 | 0 | For |
| AMERICAN BEACON FUNDS | 232,901 | 0 | 0 | 0 | For |
| TIAA | 229,148 | 0 | 0 | 0 | For |
| Equitable | 137,159 | 0 | 0 | 85,367 | Mixed |
| Pacific Life | 29,905 | 0 | 0 | 177,259 | Mixed |
| Guardian Variable Products Trust | 0 | 0 | 176,702 | 0 | Abstain |
| QUANTITATIVE MASTER SERIES LLC | 166,454 | 0 | 0 | 0 | For |
| Thrivent | 0 | 0 | 0 | 153,588 | Withhold |
| Prudential/PGIM | 0 | 0 | 0 | 137,009 | Withhold |
| SEI | 127,254 | 0 | 0 | 0 | For |
Showing the 25 largest of 66 asset managers. See all 66 in the interactive database.
Combines 6 wordings of this item as funds reported it.
93% Majority: yes · of votes cast
Description as filed by funds: To elect three Class II directors for terms expiring at our 2027 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified: Teresa Carlson
PAGERDUTY INC.’s own tally for this item (“Elect Director: Teresa Carlson”): 69,290,264 for, 5,112,323 withheld, per its Form 8-K filed June 18, 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: “The stockholders elected each of the three persons named below as Class II directors to serve until the 2027 annual meeting of stockholders or until their successors are elected and qualified.”
Support: 93% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.
The 66 asset managers below reported 37,932,847 for, 2,029 abstained.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 9,375,605 | 0 | 0 | 0 | For |
| ARK ETF Trust | 8,414,047 | 0 | 0 | 0 | For |
| Legg Mason | 3,389,218 | 0 | 0 | 0 | For |
| JANUS INVESTMENT FUND | 2,956,546 | 0 | 0 | 0 | For |
| MFS | 2,026,427 | 0 | 0 | 0 | For |
| BlackRock | 2,006,530 | 0 | 0 | 0 | For |
| Fidelity | 1,849,939 | 0 | 0 | 0 | For |
| American Century | 1,322,011 | 0 | 0 | 0 | For |
| Charles Schwab | 789,231 | 0 | 0 | 0 | For |
| Allspring | 685,817 | 0 | 0 | 0 | For |
| GLENMEDE FUND INC | 590,404 | 0 | 0 | 0 | For |
| BBH Trust | 450,000 | 0 | 0 | 0 | For |
| WisdomTree | 409,960 | 0 | 0 | 0 | For |
| MERIDIAN FUND INC | 371,115 | 0 | 0 | 0 | For |
| BUFFALO FUNDS | 296,510 | 0 | 0 | 0 | For |
| Grandeur Peak Global Trust | 274,938 | 0 | 0 | 0 | For |
| AMERICAN BEACON FUNDS | 232,901 | 0 | 0 | 0 | For |
| TIAA | 229,148 | 0 | 0 | 0 | For |
| Equitable | 222,526 | 0 | 0 | 0 | For |
| Pacific Life | 207,164 | 0 | 0 | 0 | For |
| Guardian Variable Products Trust | 176,702 | 0 | 0 | 0 | For |
| QUANTITATIVE MASTER SERIES LLC | 166,454 | 0 | 0 | 0 | For |
| Thrivent | 153,588 | 0 | 0 | 0 | For |
| Prudential/PGIM | 137,009 | 0 | 0 | 0 | For |
| SEI | 127,254 | 0 | 0 | 0 | For |
Showing the 25 largest of 66 asset managers. See all 66 in the interactive database.
Combines 11 wordings of this item as funds reported it.
80% Approved · of votes cast
Description as filed by funds: To conduct an advisory, non-binding vote to approve the compensation of our named executive officers.
PAGERDUTY INC.’s own tally for this item (“3. Advisory Vote to Approve Executive Compensation”): 59,449,428 for, 14,627,721 against — passed, per its Form 8-K filed June 18, 2024 (Item 5.07).
Reported outcome: Approved, in the filing’s own words: “The stockholders approved the Company's executive compensation.”
Support: 80% 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).
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 9,375,605 | 0 | 0 | 0 | For |
| ARK ETF Trust | 8,414,047 | 0 | 0 | 0 | For |
| Legg Mason | 3,389,218 | 0 | 0 | 0 | For |
| JANUS INVESTMENT FUND | 2,956,546 | 0 | 0 | 0 | For |
| MFS | 2,026,427 | 0 | 0 | 0 | For |
| BlackRock | 2,006,530 | 0 | 0 | 0 | For |
| Fidelity | 1,849,939 | 0 | 0 | 0 | For |
| American Century | 0 | 1,322,011 | 0 | 0 | Against |
| Charles Schwab | 789,231 | 0 | 0 | 0 | For |
| Allspring | 685,817 | 0 | 0 | 0 | For |
| GLENMEDE FUND INC | 590,404 | 0 | 0 | 0 | For |
| BBH Trust | 450,000 | 0 | 0 | 0 | For |
| WisdomTree | 409,960 | 0 | 0 | 0 | For |
| MERIDIAN FUND INC | 0 | 371,115 | 0 | 0 | Against |
| BUFFALO FUNDS | 296,510 | 0 | 0 | 0 | For |
| Grandeur Peak Global Trust | 274,938 | 0 | 0 | 0 | For |
| AMERICAN BEACON FUNDS | 232,901 | 0 | 0 | 0 | For |
| TIAA | 229,148 | 0 | 0 | 0 | For |
| Equitable | 222,526 | 0 | 0 | 0 | For |
| Pacific Life | 207,164 | 0 | 0 | 0 | For |
| Guardian Variable Products Trust | 176,702 | 0 | 0 | 0 | For |
| QUANTITATIVE MASTER SERIES LLC | 166,454 | 0 | 0 | 0 | For |
| Thrivent | 153,588 | 0 | 0 | 0 | For |
| Prudential/PGIM | 137,009 | 0 | 0 | 0 | For |
| SEI | 0 | 127,254 | 0 | 0 | Against |
Fund voting reports, all 68 managers: 36,022,601 for, 2,013,445 against. Showing the 25 largest; see all in the interactive database.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| RGM Capital, LLC | 0 | 4,155,346 | 0 | 0 | Against |
| Clearbridge Investments, LLC | 4,007,870 | 0 | 0 | 0 | For |
| Fidelity | 3,562,303 | 0 | 0 | 0 | For |
| Janus Henderson | 3,257,414 | 0 | 0 | 0 | For |
| BlackRock | 3,158,093 | 22,204 | 0 | 0 | For |
| Nikko Asset Management Americas, Inc. | 2,680,098 | 0 | 0 | 0 | For |
| MASSACHUSETTS FINANCIAL SERVICES CO /MA/ | 2,340,695 | 0 | 0 | 0 | For |
| State Street | 1,748,104 | 27 | 0 | 0 | For |
| GEODE CAPITAL MANAGEMENT, LLC | 1,701,678 | 0 | 0 | 0 | For |
| Nikko Asset Management Co., Ltd. | 1,445,052 | 0 | 0 | 0 | For |
| American Century | 0 | 1,402,424 | 0 | 0 | Against |
| Allspring | 983,460 | 0 | 0 | 0 | For |
| Charles Schwab | 789,231 | 0 | 0 | 0 | For |
| Northern Trust | 656,842 | 61 | 0 | 0 | For |
| ArrowMark Colorado Holdings LLC | 0 | 652,590 | 0 | 0 | Against |
| Citadel | 529,123 | 0 | 0 | 0 | For |
| Renaissance | 413,851 | 0 | 0 | 0 | For |
| Avala Global LP | 382,821 | 0 | 0 | 0 | For |
| Grandeur Peak Global Advisors, LLC | 325,905 | 0 | 0 | 0 | For |
| Stanley-Laman Group, Ltd. | 0 | 294,620 | 0 | 0 | Against |
| MELLON INVESTMENTS Corp | 265,658 | 0 | 0 | 0 | For |
| Vanguard | 258,375 | 0 | 0 | 0 | For |
| BANK OF AMERICA NA | 0 | 252,085 | 0 | 0 | Against |
| Vestmark Advisory Solutions, Inc. | 0 | 250,808 | 0 | 0 | Against |
| Goldman Sachs | 241,100 | 0 | 0 | 0 | For |
Institutional-manager reports, all 214 managers: 31,827,704 for, 8,805,412 against, 31 withheld, 40 abstained, 4,376 not voted. Showing the 25 largest; see all in the interactive database.
Combines 3 wordings of this item as funds reported it.
99.8% Approved · of votes cast
Description as filed by funds: To ratify the selection of PricewaterhouseCoopers LLP by the Audit Committee of the Board of Directors as the independent registered public accounting firm of the Company for its fiscal year ending January 31, 2025.
PAGERDUTY INC.’s own tally for this item (“2. Ratification of Appointment of Independent Registered Public Accounting Firm”): 82,370,309 for, 87,348 against — passed, per its Form 8-K filed June 18, 2024 (Item 5.07).
Reported outcome: Approved, in the filing’s own words: “The stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending January 31, 2025.”
Support: 99.8% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
The 67 asset managers below reported 37,934,876 for, 120,000 against.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 9,375,605 | 0 | 0 | 0 | For |
| ARK ETF Trust | 8,414,047 | 0 | 0 | 0 | For |
| Legg Mason | 3,389,218 | 0 | 0 | 0 | For |
| JANUS INVESTMENT FUND | 2,956,546 | 0 | 0 | 0 | For |
| MFS | 2,026,427 | 0 | 0 | 0 | For |
| BlackRock | 2,006,530 | 0 | 0 | 0 | For |
| Fidelity | 1,849,939 | 0 | 0 | 0 | For |
| American Century | 1,322,011 | 0 | 0 | 0 | For |
| Charles Schwab | 789,231 | 0 | 0 | 0 | For |
| Allspring | 685,817 | 0 | 0 | 0 | For |
| GLENMEDE FUND INC | 590,404 | 0 | 0 | 0 | For |
| BBH Trust | 450,000 | 0 | 0 | 0 | For |
| WisdomTree | 409,960 | 0 | 0 | 0 | For |
| MERIDIAN FUND INC | 371,115 | 0 | 0 | 0 | For |
| BUFFALO FUNDS | 296,510 | 0 | 0 | 0 | For |
| Grandeur Peak Global Trust | 274,938 | 0 | 0 | 0 | For |
| AMERICAN BEACON FUNDS | 232,901 | 0 | 0 | 0 | For |
| TIAA | 229,148 | 0 | 0 | 0 | For |
| Equitable | 222,526 | 0 | 0 | 0 | For |
| Pacific Life | 207,164 | 0 | 0 | 0 | For |
| Guardian Variable Products Trust | 176,702 | 0 | 0 | 0 | For |
| QUANTITATIVE MASTER SERIES LLC | 166,454 | 0 | 0 | 0 | For |
| Thrivent | 153,588 | 0 | 0 | 0 | For |
| Prudential/PGIM | 137,009 | 0 | 0 | 0 | For |
| SEI | 127,254 | 0 | 0 | 0 | For |
Showing the 25 largest of 67 asset managers. See all 67 in the interactive database.
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 92,737,185 shares outstanding at the time of that meeting.
| # | Asset manager | % of shares outstanding |
|---|---|---|
| 1 | Vanguard | 10.11% |
| 2 | ARK ETF Trust | 9.07% |
| 3 | Legg Mason | 3.65% |
| 4 | JANUS INVESTMENT FUND | 3.19% |
| 5 | MFS | 2.19% |
| 6 | BlackRock | 2.16% |
| 7 | Fidelity | 1.99% |
| 8 | American Century | 1.43% |
| 9 | Charles Schwab | 0.85% |
| 10 | Allspring | 0.74% |
| # | Asset manager | % of shares outstanding |
|---|---|---|
| 1 | RGM Capital, LLC | 4.48% |
| 2 | Clearbridge Investments, LLC | 4.32% |
| 3 | Fidelity | 3.84% |
| 4 | Janus Henderson | 3.51% |
| 5 | BlackRock | 3.43% |
| 6 | Nikko Asset Management Americas, Inc. | 2.89% |
| 7 | MASSACHUSETTS FINANCIAL SERVICES CO /MA/ | 2.52% |
| 8 | State Street | 1.89% |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 1.83% |
| 10 | Nikko Asset Management Co., Ltd. | 1.56% |
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.
| Holder | % outstanding | Disclosure |
|---|---|---|
| Vanguard Group | 13.58% | 13F |
| ARK Investment Management LLC | 10.36% | 13G |
| BlackRock | 8.92% | 13F |
| Jennifer Tejada | 3.29% | DEF14A |
| Alex Solomon | 2.97% | DEF14A |
| Goldman Sachs | 2.47% | 13F |
| State Street | 2.33% | 13F |
| Geode Capital | 2.13% | 13F |
| Citadel Advisors | 1.89% | 13F |
| Renaissance Technologies | 1.60% | 13F |
Percentages above are of 92,737,185 shares outstanding, as reported by PAGERDUTY INC. on its Form 10-K dated January 31, 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.
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 PAGERDUTY INC.’s 10-K dated January 31, 2024. This page is a static snapshot rebuilt weekly on October 18, 2026; a live search always shows the current data.
At PAGERDUTY INC.'s shareholder meeting held June 13, 2024, in the 2023-2024 proxy season, 266 asset managers reported how they voted on 5 ballot items in their SEC Form N-PX filings, covering 1,209 separate fund positions. On the most widely held item on that ballot — To conduct an advisory, non-binding vote to approve the compensation of our named executive… — PAGERDUTY INC.'s filing reports the proposal as approved, with 80% 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: PAGERDUTY INC.'s Form 8-K, Item 5.07, filed with the U.S. Securities and Exchange Commission on June 18, 2024.
PAGERDUTY INC. proxy season coverage: 2023-2024 (this page) · 2024-2025 · 2025-2026.
Download data (CSV): ballot items · votes by manager · column guide.