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Compiled from SEC Form N-PX filings and Palo Alto Networks, Inc.’s Form 8-K, filed December 11, 2025 (Item 5.07 on EDGAR). Page generated October 13, 2026.
Meeting of December 9, 2025: 8 items on Palo Alto Networks, Inc.’s Form 8-K, filed December 11, 2025: 3 elected · 3 approved · 1 not approved · 1 without a stated outcome.
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 · This season’s results screens
Explore Palo Alto Networks, Inc. in the interactive database Compare manager voting policies
These tallies are Palo Alto Networks, Inc.’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K, filed December 11, 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.
| Ballot item | For | Against | Abstain | Withheld | Broker non-votes | Support (of votes cast) | Reported outcome | Voting standard |
|---|---|---|---|---|---|---|---|---|
| Elect Director: John M. Donovan | 376,253,404 | 100,772,985 | 2,410,262 | -- | 99,483,700 | 79% | Elected | — |
| Elect Director: James J. Goetz | 448,899,907 | 29,604,761 | 931,983 | -- | 99,483,700 | 94% | Elected | — |
| Elect Director: Helle Thorning-Schmidt | 475,853,088 | 2,525,395 | 1,058,168 | -- | 99,483,700 | 99.4% | Elected | — |
| 2. The appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the Company's fiscal year ending July 31, 2026 | 563,913,034 | 13,982,420 | 1,024,897 | -- | -- | 98% | Approved | — |
| 3. The shareholders cast their votes with respect to an advisory resolution on named executive officer compensation | 221,211,579 | 253,792,757 | 4,432,315 | -- | 99,483,700 | 46.6% | Not verified | — |
| 4. An amendment to the 2021 Plan to increase the number of shares reserved for future issuance under the 2021 Plan | 452,562,682 | 22,624,650 | 4,249,319 | -- | 99,483,700 | 95% | Approved | — |
| 5. A shareholder proposal regarding a policy addressing the impact of share repurchases on financial performance metrics | 14,772,873 | 458,665,165 | 5,998,613 | -- | 99,483,700 | 3% | Not approved | — |
| 6. A shareholder proposal regarding electing each of our directors annually | 443,608,224 | 29,292,421 | 6,536,006 | -- | 99,483,700 | 94% | Approved | — |
This meeting is also recorded here as November 13, 2025; both records come from the same filing, so the date should be checked against it.
Source: Palo Alto Networks, Inc., Form 8-K, filed with the SEC on December 11, 2025 — read the filing on EDGAR.
Each item below shows how the 1,380 asset managers that disclosed a Palo Alto Networks, 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 9 wordings of this item as funds reported it.
99.4% Majority: yes · of votes cast
Description as filed by funds: Election of Class II Directors: Helle Thorning-Schmidt
Palo Alto Networks, Inc.’s own tally for this item (“Elect Director: Helle Thorning-Schmidt”): 475,853,088 for, 2,525,395 against, per its Form 8-K filed December 11, 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 following individuals were elected at the Annual Meeting to serve as Class II directors of the Company until the Company's 2028 Annual Meeting of Shareholders or until their respective successors are duly elected and qualified:”
Support: 99.4% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
The 218 asset managers below reported 162,523,709 for, 86,945 against, 166,434 abstained, 514 not voted, 1,074 unknown.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 59,265,463 | 3 | 1 | 0 | For |
| BlackRock | 19,916,121 | 4,034 | 0 | 0 | For |
| Fidelity | 19,376,989 | 0 | 0 | 0 | For |
| TIAA | 7,166,277 | 0 | 0 | 0 | For |
| State Street | 7,108,345 | 0 | 0 | 0 | For |
| JPMorgan | 6,344,873 | 0 | 0 | 0 | For |
| First Trust | 5,290,548 | 0 | 0 | 0 | For |
| Charles Schwab | 4,610,449 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 3,227,542 | 0 | 0 | 0 | For |
| Franklin Custodian Funds | 2,437,738 | 0 | 0 | 0 | For |
| Legg Mason | 2,248,374 | 0 | 0 | 0 | For |
| T. Rowe Price | 2,155,001 | 0 | 0 | 0 | For |
| Victory Capital | 1,721,358 | 0 | 0 | 0 | For |
| Capital Group | 1,302,298 | 0 | 0 | 0 | For |
| MASTER INVESTMENT PORTFOLIO | 1,012,590 | 0 | 0 | 0 | For |
| ProShares | 923,907 | 0 | 0 | 0 | For |
| Jackson National | 892,795 | 0 | 0 | 0 | For |
| Equitable | 794,143 | 0 | 0 | 0 | For |
| Invesco | 768,248 | 0 | 0 | 0 | For |
| Global X | 700,101 | 0 | 0 | 0 | For |
| Amplify ETF Trust | 662,012 | 0 | 0 | 0 | For |
| Six Circles Trust | 594,813 | 0 | 0 | 0 | For |
| AMCAP FUND | 574,482 | 0 | 0 | 0 | For |
| Transamerica | 539,976 | 0 | 0 | 0 | For |
| Tidal Trust III | 464,200 | 0 | 0 | 0 | For |
Showing the 25 largest of 218 asset managers. See all 218 in the interactive database.
Combines 11 wordings of this item as funds reported it.
94% Majority: yes · of votes cast
Description as filed by funds: Election of Class II Directors: James J. Goetz
Palo Alto Networks, Inc.’s own tally for this item (“Elect Director: James J. Goetz”): 448,899,907 for, 29,604,761 against, per its Form 8-K filed December 11, 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 following individuals were elected at the Annual Meeting to serve as Class II directors of the Company until the Company's 2028 Annual Meeting of Shareholders or until their respective successors are duly elected and qualified:”
Support: 94% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
The 218 asset managers below reported 159,135,750 for, 3,474,904 against, 166,434 abstained, 514 not voted, 1,074 unknown.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 59,265,417 | 49 | 1 | 0 | For |
| BlackRock | 19,920,155 | 0 | 0 | 0 | For |
| Fidelity | 19,046,968 | 330,021 | 0 | 0 | For |
| TIAA | 7,166,277 | 0 | 0 | 0 | For |
| State Street | 7,108,345 | 0 | 0 | 0 | For |
| JPMorgan | 6,344,873 | 0 | 0 | 0 | For |
| First Trust | 5,290,548 | 0 | 0 | 0 | For |
| Charles Schwab | 4,610,449 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 3,227,542 | 0 | 0 | 0 | For |
| Franklin Custodian Funds | 2,437,738 | 0 | 0 | 0 | For |
| Legg Mason | 2,248,374 | 0 | 0 | 0 | For |
| T. Rowe Price | 0 | 2,155,001 | 0 | 0 | Against |
| Victory Capital | 1,721,358 | 0 | 0 | 0 | For |
| Capital Group | 1,302,298 | 0 | 0 | 0 | For |
| MASTER INVESTMENT PORTFOLIO | 1,012,590 | 0 | 0 | 0 | For |
| ProShares | 923,907 | 0 | 0 | 0 | For |
| Jackson National | 891,397 | 1,398 | 0 | 0 | For |
| Equitable | 794,143 | 0 | 0 | 0 | For |
| Invesco | 768,248 | 0 | 0 | 0 | For |
| Global X | 700,101 | 0 | 0 | 0 | For |
| Amplify ETF Trust | 0 | 662,012 | 0 | 0 | Against |
| Six Circles Trust | 594,813 | 0 | 0 | 0 | For |
| AMCAP FUND | 574,482 | 0 | 0 | 0 | For |
| Transamerica | 539,976 | 0 | 0 | 0 | For |
| Tidal Trust III | 464,200 | 0 | 0 | 0 | For |
Showing the 25 largest of 218 asset managers. See all 218 in the interactive database.
Combines 11 wordings of this item as funds reported it.
79% Majority: yes · of votes cast
Description as filed by funds: Election of Class II Directors: John M. Donovan
Palo Alto Networks, Inc.’s own tally for this item (“Elect Director: John M. Donovan”): 376,253,404 for, 100,772,985 against, per its Form 8-K filed December 11, 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 following individuals were elected at the Annual Meeting to serve as Class II directors of the Company until the Company's 2028 Annual Meeting of Shareholders or until their respective successors are duly elected and qualified:”
Support: 79% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
The 218 asset managers below reported 140,884,780 for, 21,725,872 against, 166,436 abstained, 514 not voted, 1,074 unknown.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 59,246,670 | 18,795 | 3 | 0 | For |
| BlackRock | 19,912,565 | 7,590 | 0 | 0 | For |
| Fidelity | 19,046,968 | 330,021 | 0 | 0 | For |
| TIAA | 7,166,277 | 0 | 0 | 0 | For |
| State Street | 0 | 7,108,345 | 0 | 0 | Against |
| JPMorgan | 6,344,873 | 0 | 0 | 0 | For |
| First Trust | 5,290,548 | 0 | 0 | 0 | For |
| Charles Schwab | 3,296 | 4,607,153 | 0 | 0 | Against |
| Columbia Threadneedle | 3,227,542 | 0 | 0 | 0 | For |
| Franklin Custodian Funds | 0 | 2,437,738 | 0 | 0 | Against |
| Legg Mason | 2,248,374 | 0 | 0 | 0 | For |
| T. Rowe Price | 0 | 2,155,001 | 0 | 0 | Against |
| Victory Capital | 1,721,358 | 0 | 0 | 0 | For |
| Capital Group | 1,302,298 | 0 | 0 | 0 | For |
| MASTER INVESTMENT PORTFOLIO | 1,012,590 | 0 | 0 | 0 | For |
| ProShares | 923,907 | 0 | 0 | 0 | For |
| Jackson National | 225,004 | 667,791 | 0 | 0 | Mixed |
| Equitable | 459,978 | 334,165 | 0 | 0 | Mixed |
| Invesco | 768,248 | 0 | 0 | 0 | For |
| Global X | 0 | 700,101 | 0 | 0 | Against |
| Amplify ETF Trust | 0 | 662,012 | 0 | 0 | Against |
| Six Circles Trust | 594,813 | 0 | 0 | 0 | For |
| AMCAP FUND | 574,482 | 0 | 0 | 0 | For |
| Transamerica | 520,303 | 19,673 | 0 | 0 | For |
| Tidal Trust III | 464,200 | 0 | 0 | 0 | For |
Showing the 25 largest of 218 asset managers. See all 218 in the interactive database.
Combines 4 wordings of this item as funds reported it.
95% Approved · of votes cast
Description as filed by funds: To approve an amendment to the Palo Alto Networks, Inc. 2021 Equity Incentive Plan.
Palo Alto Networks, Inc.’s own tally for this item (“4. An amendment to the 2021 Plan to increase the number of shares reserved for future issuance under the 2021 Plan”): 452,562,682 for, 22,624,650 against — passed, per its Form 8-K filed December 11, 2025 (Item 5.07).
Reported outcome: Approved, in the filing’s own words: “An amendment to the 2021 Plan to increase the number of shares reserved for future issuance under the 2021 Plan was approved.”
Support: 95% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
Also reported under other wordings, matched to the same row of Palo Alto Networks, 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” (15 managers, Fund and manager reports combined; may count the same shares twice; no share total shown); “Amend Stock Compensation Plan” (6 managers, Fund and manager reports combined; may count the same shares twice; no share total shown); “Amendment to the 2021 Equity Incentive Plan” (5 managers, 2,989,525 for).
The 218 asset managers below reported 154,588,421 for, 967,931 against, 166,440 abstained, 514 not voted, 1,074 unknown.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 59,265,430 | 29 | 7 | 0 | For |
| BlackRock | 19,920,155 | 0 | 0 | 0 | For |
| Fidelity | 19,330,583 | 46,406 | 0 | 0 | For |
| TIAA | 7,166,277 | 0 | 0 | 0 | For |
| State Street | 7,108,345 | 0 | 0 | 0 | For |
| First Trust | 5,290,356 | 0 | 0 | 0 | For |
| Charles Schwab | 4,610,449 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 3,227,542 | 0 | 0 | 0 | For |
| Franklin Custodian Funds | 2,437,738 | 0 | 0 | 0 | For |
| Legg Mason | 2,248,374 | 0 | 0 | 0 | For |
| T. Rowe Price | 2,155,001 | 0 | 0 | 0 | For |
| Victory Capital | 1,721,358 | 0 | 0 | 0 | For |
| Capital Group | 1,302,298 | 0 | 0 | 0 | For |
| MASTER INVESTMENT PORTFOLIO | 1,012,590 | 0 | 0 | 0 | For |
| ProShares | 923,907 | 0 | 0 | 0 | For |
| Jackson National | 892,795 | 0 | 0 | 0 | For |
| Invesco | 768,248 | 0 | 0 | 0 | For |
| Equitable | 707,820 | 0 | 0 | 0 | For |
| Global X | 700,101 | 0 | 0 | 0 | For |
| Amplify ETF Trust | 662,012 | 0 | 0 | 0 | For |
| Six Circles Trust | 594,813 | 0 | 0 | 0 | For |
| AMCAP FUND | 574,482 | 0 | 0 | 0 | For |
| Transamerica | 535,938 | 1,413 | 0 | 0 | For |
| Tidal Trust III | 464,200 | 0 | 0 | 0 | For |
| Eaton Vance | 451,445 | 0 | 0 | 0 | For |
Showing the 25 largest of 218 asset managers. See all 218 in the interactive database.
Combines 19 wordings of this item as funds reported it.
46.6% Majority: no · of votes cast
Description as filed by funds: To approve, on an advisory basis, the compensation of our named executive officers.
Palo Alto Networks, Inc.’s own tally for this item (“3. The shareholders cast their votes with respect to an advisory resolution on named executive officer compensation”): 221,211,579 for, 253,792,757 against, per its Form 8-K filed December 11, 2025 (Item 5.07). FOR was not 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: 46.6% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
Also reported under other wordings, matched to the same row of Palo Alto Networks, Inc.’s official tally and shown with their own fund figures; their managers are not in the figures or the table on this card: “Say on Pay” (3 managers, 28,552 for, 57,060 against); “COMPENSATION” (2 managers, 7,059 for); “To Approve, By An Advisory Vote, The Compensation Of The Company's Named Executives” (2 managers, 352 against); “To approve, on an advisory basis, the compensation of our named executive officers. More Details” (2 managers, Fund and manager reports combined; may count the same shares twice; no share total shown).
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 | 58,462,005 | 803,457 | 8 | 0 | For |
| BlackRock | 19,895,337 | 24,818 | 0 | 0 | For |
| Fidelity | 19,330,583 | 46,406 | 0 | 0 | For |
| TIAA | 7,166,277 | 0 | 0 | 0 | For |
| State Street | 0 | 7,108,345 | 0 | 0 | Against |
| JPMorgan | 6,344,873 | 0 | 0 | 0 | For |
| First Trust | 0 | 5,290,548 | 0 | 0 | Against |
| Charles Schwab | 3,296 | 4,607,153 | 0 | 0 | Against |
| Columbia Threadneedle | 3,227,542 | 0 | 0 | 0 | For |
| Franklin Custodian Funds | 0 | 2,437,738 | 0 | 0 | Against |
| Legg Mason | 0 | 2,248,374 | 0 | 0 | Against |
| T. Rowe Price | 2,123,201 | 31,800 | 0 | 0 | For |
| Victory Capital | 0 | 1,721,358 | 0 | 0 | Against |
| Capital Group | 0 | 1,302,298 | 0 | 0 | Against |
| MASTER INVESTMENT PORTFOLIO | 1,012,590 | 0 | 0 | 0 | For |
| ProShares | 0 | 923,907 | 0 | 0 | Against |
| Jackson National | 683,439 | 209,356 | 0 | 0 | Mixed |
| Equitable | 353,888 | 440,255 | 0 | 0 | Mixed |
| Invesco | 0 | 768,248 | 0 | 0 | Against |
| Global X | 0 | 700,101 | 0 | 0 | Against |
| Amplify ETF Trust | 662,012 | 0 | 0 | 0 | For |
| Six Circles Trust | 594,813 | 0 | 0 | 0 | For |
| AMCAP FUND | 0 | 574,482 | 0 | 0 | Against |
| Transamerica | 2,625 | 537,351 | 0 | 0 | Against |
| Tidal Trust III | 464,200 | 0 | 0 | 0 | For |
Fund voting reports, all 204 managers: 124,048,352 for, 38,153,193 against, 166,441 abstained, 515 not voted. Showing the 25 largest; see all in the interactive database.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| BlackRock | 20,501,832 | 1,314,669 | 0 | 0 | Mixed |
| GEODE CAPITAL MANAGEMENT, LLC | 15,421,877 | 0 | 0 | 0 | For |
| State Street | 18,678 | 9,967,430 | 0 | 0 | Against |
| Nuveen | 7,377,065 | 6,098 | 0 | 0 | For |
| UBS | 0 | 7,090,347 | 0 | 0 | Against |
| Vanguard | 6,296,352 | 78,043 | 0 | 0 | For |
| Fidelity | 6,039,294 | 0 | 0 | 0 | For |
| Northern Trust | 5,807,793 | 200,451 | 0 | 0 | For |
| Clearbridge Investments, LLC | 0 | 5,580,826 | 0 | 0 | Against |
| T. Rowe Price | 5,123,716 | 183,553 | 0 | 0 | For |
| BANK OF AMERICA NA | 0 | 4,847,618 | 0 | 0 | Against |
| Charles Schwab | 3,296 | 4,749,452 | 0 | 0 | Against |
| Amundi | 0 | 3,740,486 | 0 | 0 | Against |
| FRANKLIN ADVISERS INC | 0 | 3,440,000 | 0 | 0 | Against |
| Legal & General Investment Management Ltd | 0 | 3,358,091 | 0 | 0 | Against |
| APG Asset Management US Inc. | 0 | 3,329,545 | 0 | 0 | Against |
| RBC Dominion Securities Inc. | 0 | 3,131,475 | 0 | 0 | Against |
| WELLS FARGO CLEARING SERVICES, LLC | 0 | 3,076,407 | 0 | 0 | Against |
| PICTET ASSET MANAGEMENT SA | 0 | 2,776,658 | 0 | 0 | Against |
| Goldman Sachs | 2,749,888 | 16,197 | 0 | 0 | For |
| MELLON INVESTMENTS Corp | 2,756,535 | 0 | 0 | 0 | For |
| Union Investment Management GmbH | 0 | 2,736,410 | 0 | 0 | Against |
| PARAMETRIC PORTFOLIO ASSOCIATES LLC | 0 | 2,471,499 | 0 | 0 | Against |
| RBC Capital Markets, LLC | 0 | 2,426,370 | 0 | 0 | Against |
| Swedbank Robur Fonder AB | 0 | 2,396,290 | 0 | 0 | Against |
Institutional-manager reports, all 1,185 managers: 92,261,684 for, 155,651,878 against, 203,140 abstained, 321,418 not voted, 11,074 unknown. Showing the 25 largest; see all in the interactive database.
Combines 12 wordings of this item as funds reported it.
98% Approved · of votes cast
Description as filed by funds: To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending July 31, 2026.
Palo Alto Networks, Inc.’s own tally for this item (“2. The appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the Company's fiscal year ending July 31, 2026”): 563,913,034 for, 13,982,420 against — passed, per its Form 8-K filed December 11, 2025 (Item 5.07).
Reported outcome: Approved, in the filing’s own words: “The Company's shareholders ratified the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the Company's fiscal year ending July 31, 2026.”
Support: 98% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
The 221 asset managers below reported 162,450,740 for, 186,552 against, 166,434 abstained, 514 not voted, 1,074 unknown.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 59,265,447 | 19 | 1 | 0 | For |
| BlackRock | 19,920,155 | 0 | 0 | 0 | For |
| Fidelity | 19,376,989 | 0 | 0 | 0 | For |
| TIAA | 7,166,277 | 0 | 0 | 0 | For |
| State Street | 7,108,345 | 0 | 0 | 0 | For |
| JPMorgan | 6,344,873 | 0 | 0 | 0 | For |
| First Trust | 5,290,548 | 0 | 0 | 0 | For |
| Charles Schwab | 4,610,449 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 3,227,542 | 0 | 0 | 0 | For |
| Franklin Custodian Funds | 2,437,738 | 0 | 0 | 0 | For |
| Legg Mason | 2,248,374 | 0 | 0 | 0 | For |
| T. Rowe Price | 2,155,001 | 0 | 0 | 0 | For |
| Victory Capital | 1,721,358 | 0 | 0 | 0 | For |
| Capital Group | 1,302,298 | 0 | 0 | 0 | For |
| MASTER INVESTMENT PORTFOLIO | 1,012,590 | 0 | 0 | 0 | For |
| ProShares | 923,907 | 0 | 0 | 0 | For |
| Jackson National | 892,795 | 0 | 0 | 0 | For |
| Equitable | 794,143 | 0 | 0 | 0 | For |
| Invesco | 768,248 | 0 | 0 | 0 | For |
| Global X | 700,101 | 0 | 0 | 0 | For |
| Amplify ETF Trust | 662,012 | 0 | 0 | 0 | For |
| Six Circles Trust | 594,813 | 0 | 0 | 0 | For |
| AMCAP FUND | 574,482 | 0 | 0 | 0 | For |
| Transamerica | 539,976 | 0 | 0 | 0 | For |
| Tidal Trust III | 464,200 | 0 | 0 | 0 | For |
Showing the 25 largest of 221 asset managers. See all 221 in the interactive database.
Combines 10 wordings of this item as funds reported it.
3% Not approved · of votes cast
Description as filed by funds: To consider and vote upon a shareholder proposal, if properly presented at the Annual Meeting, regarding a policy addressing the impact of share repurchases on financial performance metrics.
Palo Alto Networks, Inc.’s own tally for this item (“5. A shareholder proposal regarding a policy addressing the impact of share repurchases on financial performance metrics”): 14,772,873 for, 458,665,165 against — failed, per its Form 8-K filed December 11, 2025 (Item 5.07).
Reported outcome: Not approved, in the filing’s own words: “A shareholder proposal regarding a policy addressing the impact of share repurchases on financial performance metrics was not approved.”
Support: 3% 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 | 19 | 59,265,439 | 9 | 0 | Against |
| BlackRock | 0 | 19,920,155 | 0 | 0 | Against |
| Fidelity | 0 | 19,376,989 | 0 | 0 | Against |
| TIAA | 0 | 7,166,277 | 0 | 0 | Against |
| State Street | 0 | 7,108,345 | 0 | 0 | Against |
| First Trust | 0 | 5,290,548 | 0 | 0 | Against |
| Charles Schwab | 0 | 4,610,449 | 0 | 0 | Against |
| Columbia Threadneedle | 0 | 3,227,542 | 0 | 0 | Against |
| Franklin Custodian Funds | 0 | 2,437,738 | 0 | 0 | Against |
| Legg Mason | 0 | 2,248,374 | 0 | 0 | Against |
| T. Rowe Price | 0 | 2,155,001 | 0 | 0 | Against |
| Victory Capital | 0 | 1,721,358 | 0 | 0 | Against |
| Capital Group | 0 | 1,302,298 | 0 | 0 | Against |
| MASTER INVESTMENT PORTFOLIO | 0 | 1,012,590 | 0 | 0 | Against |
| ProShares | 0 | 923,907 | 0 | 0 | Against |
| Jackson National | 0 | 892,795 | 0 | 0 | Against |
| Invesco | 0 | 768,248 | 0 | 0 | Against |
| Equitable | 0 | 707,820 | 0 | 0 | Against |
| Global X | 0 | 700,101 | 0 | 0 | Against |
| Amplify ETF Trust | 662,012 | 0 | 0 | 0 | For |
| Six Circles Trust | 0 | 594,813 | 0 | 0 | Against |
| AMCAP FUND | 0 | 574,482 | 0 | 0 | Against |
| Transamerica | 0 | 537,351 | 0 | 0 | Against |
| Tidal Trust III | 0 | 464,200 | 0 | 0 | Against |
| Eaton Vance | 0 | 451,445 | 0 | 0 | Against |
Fund voting reports, all 197 managers: 965,735 for, 154,351,820 against, 166,442 abstained, 514 not voted. Showing the 25 largest; see all in the interactive database.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Union Investment Management GmbH | 0 | 2,736,410 | 0 | 0 | Against |
| Cardano Risk Management B.V. | 252,156 | 0 | 0 | 0 | For |
| MARCO INVESTMENT MANAGEMENT LLC | 0 | 135,705 | 0 | 0 | Against |
| Vident Advisory, LLC | 0 | 29,221 | 0 | 0 | Against |
| Berkeley Capital Partners, LLC | 0 | 4,893 | 0 | 0 | Against |
| Crewe Advisors LLC | 0 | 2,246 | 0 | 0 | Against |
| Jackson Creek Investment Advisors LLC | 0 | 1,578 | 0 | 0 | Against |
| Insight Inv LLC | 0 | 1,128 | 0 | 0 | Against |
| ZEVIN ASSET MANAGEMENT LLC | 1,074 | 0 | 0 | 0 | For |
| Formidable Asset Management, LLC | 0 | 960 | 0 | 0 | Against |
| Keel Point, LLC | 0 | 149 | 0 | 0 | Against |
| Legacy Capital Wealth Partners, LLC | 0 | 100 | 0 | 0 | Against |
| KKM Financial LLC | 82 | 0 | 0 | 0 | For |
| SHELTON CAPITAL MANAGEMENT | 0 | 82 | 0 | 0 | Against |
| Roberts Wealth Advisors, LLC | 0 | 47 | 0 | 0 | Against |
| CORNERSTONE ADVISORS ASSET MANAGEMENT, LLC | 0 | 22 | 0 | 0 | Against |
| Pandi, LLC | 0 | 0 | 14 | 0 | Abstain |
| Socha Financial Group, LLC | 0 | 8 | 0 | 0 | Against |
Institutional-manager reports, all 18 managers: 253,312 for, 2,912,549 against, 14 abstained.
Combines 8 wordings of this item as funds reported it.
94% Approved · of votes cast
Description as filed by funds: To consider and vote upon a shareholder proposal, if properly presented at the Annual Meeting, regarding electing each of our directors annually.
Palo Alto Networks, Inc.’s own tally for this item (“6. A shareholder proposal regarding electing each of our directors annually”): 443,608,224 for, 29,292,421 against — passed, per its Form 8-K filed December 11, 2025 (Item 5.07).
Reported outcome: Approved, in the filing’s own words: “A shareholder proposal regarding electing each of our directors annually was approved.”
Support: 94% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
The 213 asset managers below reported 153,478,668 for, 1,876,895 against, 275,591 abstained, 514 not voted.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 59,243,114 | 22,345 | 9 | 0 | For |
| BlackRock | 19,920,155 | 0 | 0 | 0 | For |
| Fidelity | 19,376,989 | 0 | 0 | 0 | For |
| TIAA | 7,166,277 | 0 | 0 | 0 | For |
| State Street | 7,108,345 | 0 | 0 | 0 | For |
| First Trust | 5,290,548 | 0 | 0 | 0 | For |
| Charles Schwab | 4,607,153 | 3,296 | 0 | 0 | For |
| Columbia Threadneedle | 3,227,542 | 0 | 0 | 0 | For |
| Franklin Custodian Funds | 2,437,738 | 0 | 0 | 0 | For |
| Legg Mason | 2,248,374 | 0 | 0 | 0 | For |
| T. Rowe Price | 2,155,001 | 0 | 0 | 0 | For |
| Victory Capital | 1,721,358 | 0 | 0 | 0 | For |
| Capital Group | 1,302,298 | 0 | 0 | 0 | For |
| MASTER INVESTMENT PORTFOLIO | 1,012,590 | 0 | 0 | 0 | For |
| ProShares | 923,907 | 0 | 0 | 0 | For |
| Jackson National | 873,295 | 19,500 | 0 | 0 | For |
| Invesco | 768,248 | 0 | 0 | 0 | For |
| Equitable | 707,820 | 0 | 0 | 0 | For |
| Global X | 700,101 | 0 | 0 | 0 | For |
| Amplify ETF Trust | 662,012 | 0 | 0 | 0 | For |
| Six Circles Trust | 594,813 | 0 | 0 | 0 | For |
| AMCAP FUND | 574,482 | 0 | 0 | 0 | For |
| Transamerica | 537,351 | 0 | 0 | 0 | For |
| Tidal Trust III | 0 | 464,200 | 0 | 0 | Against |
| Eaton Vance | 451,445 | 0 | 0 | 0 | For |
Showing the 25 largest of 213 asset managers. See all 213 in the interactive database.
Not shown here: this season’s fund filings also report 2 items from the meeting of December 10, 2024, which belongs to the 2024-2025 season. A meeting outside this season’s July 1 to June 30 window is not counted in this page’s items or in its totals of asset managers and fund votes.
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 692,000,000 shares outstanding at the time of that meeting.
| # | Asset manager | % of shares outstanding |
|---|---|---|
| 1 | Vanguard | 8.56% |
| 2 | BlackRock | 2.88% |
| 3 | Fidelity | 2.80% |
| 4 | TIAA | 1.04% |
| 5 | State Street | 1.03% |
| 6 | JPMorgan | 0.92% |
| 7 | First Trust | 0.76% |
| 8 | Charles Schwab | 0.67% |
| 9 | Columbia Threadneedle | 0.47% |
| 10 | Franklin Custodian Funds | 0.35% |
| # | Asset manager | % of shares outstanding |
|---|---|---|
| 1 | BlackRock | 3.15% |
| 2 | GEODE CAPITAL MANAGEMENT, LLC | 2.23% |
| 3 | State Street | 1.44% |
| 4 | Nuveen | 1.07% |
| 5 | UBS | 1.02% |
| 6 | Vanguard | 0.92% |
| 7 | Fidelity | 0.87% |
| 8 | Northern Trust | 0.87% |
| 9 | Clearbridge Investments, LLC | 0.81% |
| 10 | T. Rowe Price | 0.77% |
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 |
|---|---|---|
| BlackRock | 10.47% | 13F |
| Vanguard Group | 9.82% | 13F |
| State Street | 5.13% | 13F |
| Morgan Stanley | 4.40% | 13F |
| JPMorgan Chase | 1.95% | 13F |
| Northern Trust | 1.25% | 13F |
| FMR (Fidelity) | 1.17% | 13F |
| Citadel Advisors | 1.01% | 13F |
| Goldman Sachs | 1.00% | 13F |
| Nir Zuk | 0.48% | DEF14A |
Percentages above are of 692,000,000 shares outstanding, as reported by Palo Alto Networks, Inc. on its Form 10-Q dated October 31, 2025 (see the filing on EDGAR). This is the count contemporaneous with the 2025-2026 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 Palo Alto Networks, Inc.’s 10-Q dated October 31, 2025. This page is a static snapshot rebuilt weekly on October 13, 2026; a live search always shows the current data.
At Palo Alto Networks, Inc.'s shareholder meeting held December 9, 2025, in the 2025-2026 proxy season, 1,380 asset managers reported how they voted on 8 ballot items in their SEC Form N-PX filings, covering 10,148 separate fund positions. On the most widely held item on that ballot — To approve, on an advisory basis, the compensation of our named executive officers. — FOR was 46.6% 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), which is not more than half. Whether the item was approved is for the filing to say; that statement has not been read for this item. Source: Palo Alto Networks, Inc.'s Form 8-K, Item 5.07, filed with the U.S. Securities and Exchange Commission on December 11, 2025.
Palo Alto Networks, Inc. proxy season coverage: 2023-2024 · 2024-2025 · 2025-2026 (this page).
Download data (CSV): ballot items · votes by manager · column guide.