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PAGERDUTY INC. 2023-2024 Proxy Voting Records

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.

  • 5Ballot items
  • 266Asset managers
  • 1,209Fund votes
  • June 13, 2024Meeting date

Results at a glance

Meeting of June 13, 2024: 5 items on PAGERDUTY INC.’s Form 8-K, filed June 18, 2024: 3 elected · 2 approved.

Material dissent

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 PAGERDUTY INC. in the interactive database Compare manager voting policies

Official 2023-2024 meeting results reported by PAGERDUTY INC.

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.

PAGERDUTY INC. — official shareholder meeting results, meeting held June 13, 2024
Ballot itemForAgainst AbstainWithheldBroker non-votesSupport (of votes cast)Reported outcomeVoting standard
Elect Director: Teresa Carlson 69,290,264---- 5,112,3238,325,464 93%Elected—
Elect Director: Rathi Murthy 51,136,674---- 23,265,9138,325,464 69%Elected—
Elect Director: Alex Solomon 49,559,146---- 24,843,4418,325,464 67%Elected—
2. Ratification of Appointment of Independent Registered Public Accounting Firm 82,370,30987,348270,394 ---- 99.8%Approved—
3. Advisory Vote to Approve Executive Compensation 59,449,42814,627,721325,438 --8,325,464 80%Approved—

Source: PAGERDUTY INC., Form 8-K, filed with the SEC on June 18, 2024 — read the filing on EDGAR.

How asset managers voted at the PAGERDUTY INC. 2023-2024 meeting

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.

1. Elect Director: Alex Solomon

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 6 wordings of this item as funds reported it.

67% Majority: yes · of votes cast

FOR 67%WITHHELD
FOR: 49,559,146WITHHELD: 24,843,441
Details: description as filed, official tally, votes by 66 asset managers

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.

FORWITHHOLD
FOR: 28,799,329ABSTAIN: 214,441WITHHOLD: 8,921,106
Largest asset managers voting on “To elect three Class II directors for terms expiring at our 2027 Annual Meeting of Stockholders and until thei” at PAGERDUTY INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard9,375,6050 00For
ARK ETF Trust8,414,0470 00For
Legg Mason3,389,2180 00For
JANUS INVESTMENT FUND00 02,956,546Withhold
MFS00 02,026,427Withhold
BlackRock2,006,5300 00For
Fidelity1,849,9390 00For
American Century00 01,322,011Withhold
Charles Schwab789,2310 00For
Allspring00 0685,817Withhold
GLENMEDE FUND INC00 0590,404Withhold
BBH Trust450,0000 00For
WisdomTree00 0409,960Withhold
MERIDIAN FUND INC371,1150 00For
BUFFALO FUNDS296,5100 00For
Grandeur Peak Global Trust274,9380 00For
AMERICAN BEACON FUNDS232,9010 00For
TIAA229,1480 00For
Equitable137,1590 085,367Mixed
Pacific Life29,9050 0177,259Mixed
Guardian Variable Products Trust00 176,7020Abstain
QUANTITATIVE MASTER SERIES LLC166,4540 00For
Thrivent00 0153,588Withhold
Prudential/PGIM00 0137,009Withhold
SEI127,2540 00For

Showing the 25 largest of 66 asset managers. See all 66 in the interactive database.

2. Elect Director: Rathi Murthy

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 6 wordings of this item as funds reported it.

69% Majority: yes · of votes cast

FOR 69%WITHHELD
FOR: 51,136,674WITHHELD: 23,265,913
Details: description as filed, official tally, votes by 66 asset managers

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.

FORWITHHOLD
FOR: 28,860,766ABSTAIN: 320,274WITHHOLD: 8,753,836
Largest asset managers voting on “To elect three Class II directors for terms expiring at our 2027 Annual Meeting of Stockholders and until thei” at PAGERDUTY INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard9,375,6050 00For
ARK ETF Trust8,414,0470 00For
Legg Mason3,389,2180 00For
JANUS INVESTMENT FUND00 02,956,546Withhold
MFS00 02,026,427Withhold
BlackRock2,006,5300 00For
Fidelity1,849,9390 00For
American Century00 01,322,011Withhold
Charles Schwab789,2310 00For
Allspring00 0685,817Withhold
GLENMEDE FUND INC00 0590,404Withhold
BBH Trust450,0000 00For
WisdomTree00 0409,960Withhold
MERIDIAN FUND INC371,1150 00For
BUFFALO FUNDS296,5100 00For
Grandeur Peak Global Trust274,9380 00For
AMERICAN BEACON FUNDS232,9010 00For
TIAA229,1480 00For
Equitable137,1590 085,367Mixed
Pacific Life29,9050 0177,259Mixed
Guardian Variable Products Trust00 176,7020Abstain
QUANTITATIVE MASTER SERIES LLC166,4540 00For
Thrivent00 0153,588Withhold
Prudential/PGIM00 0137,009Withhold
SEI127,2540 00For

Showing the 25 largest of 66 asset managers. See all 66 in the interactive database.

3. Elect Director: Teresa Carlson

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 6 wordings of this item as funds reported it.

93% Majority: yes · of votes cast

FOR 93%
FOR: 69,290,264WITHHELD: 5,112,323
Details: description as filed, official tally, votes by 66 asset managers

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.

FOR
FOR: 37,932,847ABSTAIN: 2,029
Largest asset managers voting on “To elect three Class II directors for terms expiring at our 2027 Annual Meeting of Stockholders and until thei” at PAGERDUTY INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard9,375,6050 00For
ARK ETF Trust8,414,0470 00For
Legg Mason3,389,2180 00For
JANUS INVESTMENT FUND2,956,5460 00For
MFS2,026,4270 00For
BlackRock2,006,5300 00For
Fidelity1,849,9390 00For
American Century1,322,0110 00For
Charles Schwab789,2310 00For
Allspring685,8170 00For
GLENMEDE FUND INC590,4040 00For
BBH Trust450,0000 00For
WisdomTree409,9600 00For
MERIDIAN FUND INC371,1150 00For
BUFFALO FUNDS296,5100 00For
Grandeur Peak Global Trust274,9380 00For
AMERICAN BEACON FUNDS232,9010 00For
TIAA229,1480 00For
Equitable222,5260 00For
Pacific Life207,1640 00For
Guardian Variable Products Trust176,7020 00For
QUANTITATIVE MASTER SERIES LLC166,4540 00For
Thrivent153,5880 00For
Prudential/PGIM137,0090 00For
SEI127,2540 00For

Showing the 25 largest of 66 asset managers. See all 66 in the interactive database.

4. 3. Advisory Vote to Approve Executive Compensation

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

Combines 11 wordings of this item as funds reported it.

80% Approved · of votes cast

FOR 80%AGAINST
FOR: 59,449,428AGAINST: 14,627,721
Details: description as filed, official tally, votes by 266 asset managers

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).

Fund voting reports: 68 asset managers voting on “To conduct an advisory, non-binding vote to approve the compensation of our named executive officers.” at PAGERDUTY INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard9,375,6050 00For
ARK ETF Trust8,414,0470 00For
Legg Mason3,389,2180 00For
JANUS INVESTMENT FUND2,956,5460 00For
MFS2,026,4270 00For
BlackRock2,006,5300 00For
Fidelity1,849,9390 00For
American Century01,322,011 00Against
Charles Schwab789,2310 00For
Allspring685,8170 00For
GLENMEDE FUND INC590,4040 00For
BBH Trust450,0000 00For
WisdomTree409,9600 00For
MERIDIAN FUND INC0371,115 00Against
BUFFALO FUNDS296,5100 00For
Grandeur Peak Global Trust274,9380 00For
AMERICAN BEACON FUNDS232,9010 00For
TIAA229,1480 00For
Equitable222,5260 00For
Pacific Life207,1640 00For
Guardian Variable Products Trust176,7020 00For
QUANTITATIVE MASTER SERIES LLC166,4540 00For
Thrivent153,5880 00For
Prudential/PGIM137,0090 00For
SEI0127,254 00Against

Fund voting reports, all 68 managers: 36,022,601 for, 2,013,445 against. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports: 214 asset managers voting on “To conduct an advisory, non-binding vote to approve the compensation of our named executive officers.” at PAGERDUTY INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
RGM Capital, LLC04,155,346 00Against
Clearbridge Investments, LLC4,007,8700 00For
Fidelity3,562,3030 00For
Janus Henderson3,257,4140 00For
BlackRock3,158,09322,204 00For
Nikko Asset Management Americas, Inc.2,680,0980 00For
MASSACHUSETTS FINANCIAL SERVICES CO /MA/2,340,6950 00For
State Street1,748,10427 00For
GEODE CAPITAL MANAGEMENT, LLC1,701,6780 00For
Nikko Asset Management Co., Ltd.1,445,0520 00For
American Century01,402,424 00Against
Allspring983,4600 00For
Charles Schwab789,2310 00For
Northern Trust656,84261 00For
ArrowMark Colorado Holdings LLC0652,590 00Against
Citadel529,1230 00For
Renaissance413,8510 00For
Avala Global LP382,8210 00For
Grandeur Peak Global Advisors, LLC325,9050 00For
Stanley-Laman Group, Ltd.0294,620 00Against
MELLON INVESTMENTS Corp265,6580 00For
Vanguard258,3750 00For
BANK OF AMERICA NA0252,085 00Against
Vestmark Advisory Solutions, Inc.0250,808 00Against
Goldman Sachs241,1000 00For

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.

5. 2. Ratification of Appointment of Independent Registered Public Accounting Firm

Official resultAUDIT-RELATEDReported outcome: Approved

Combines 3 wordings of this item as funds reported it.

99.8% Approved · of votes cast

FOR 99.8%
FOR: 82,370,309AGAINST: 87,348
Details: description as filed, official tally, votes by 67 asset managers

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.

FOR
FOR: 37,934,876AGAINST: 120,000
Largest asset managers voting on “To ratify the selection of PricewaterhouseCoopers LLP by the Audit Committee of the Board of Directors as the ” at PAGERDUTY INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard9,375,6050 00For
ARK ETF Trust8,414,0470 00For
Legg Mason3,389,2180 00For
JANUS INVESTMENT FUND2,956,5460 00For
MFS2,026,4270 00For
BlackRock2,006,5300 00For
Fidelity1,849,9390 00For
American Century1,322,0110 00For
Charles Schwab789,2310 00For
Allspring685,8170 00For
GLENMEDE FUND INC590,4040 00For
BBH Trust450,0000 00For
WisdomTree409,9600 00For
MERIDIAN FUND INC371,1150 00For
BUFFALO FUNDS296,5100 00For
Grandeur Peak Global Trust274,9380 00For
AMERICAN BEACON FUNDS232,9010 00For
TIAA229,1480 00For
Equitable222,5260 00For
Pacific Life207,1640 00For
Guardian Variable Products Trust176,7020 00For
QUANTITATIVE MASTER SERIES LLC166,4540 00For
Thrivent153,5880 00For
Prudential/PGIM137,0090 00For
SEI127,2540 00For

Showing the 25 largest of 67 asset managers. See all 67 in the interactive database.

Largest PAGERDUTY 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 92,737,185 shares outstanding at the time of that meeting.

Fund voting reports: top PAGERDUTY INC. shareholders by shares voted on “To conduct an advisory, non-binding vote to approve the compensation of our named executive…”, 2023-2024
#Asset manager % of shares outstanding
1Vanguard 10.11%
2ARK ETF Trust 9.07%
3Legg Mason 3.65%
4JANUS INVESTMENT FUND 3.19%
5MFS 2.19%
6BlackRock 2.16%
7Fidelity 1.99%
8American Century 1.43%
9Charles Schwab 0.85%
10Allspring 0.74%
Institutional-manager reports: top PAGERDUTY INC. shareholders by shares voted on “To conduct an advisory, non-binding vote to approve the compensation of our named executive…”, 2023-2024
#Asset manager % of shares outstanding
1RGM Capital, LLC 4.48%
2Clearbridge Investments, LLC 4.32%
3Fidelity 3.84%
4Janus Henderson 3.51%
5BlackRock 3.43%
6Nikko Asset Management Americas, Inc. 2.89%
7MASSACHUSETTS FINANCIAL SERVICES CO /MA/ 2.52%
8State Street 1.89%
9GEODE CAPITAL MANAGEMENT, LLC 1.83%
10Nikko Asset Management Co., Ltd. 1.56%

Reported PAGERDUTY 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.

PAGERDUTY INC. holdings and ownership disclosed for the 2023-2024 proxy season
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.

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 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.