PGT INNOVATIONS INC. 2023-2024 Proxy Voting Records

Description as filed by funds: To adopt the Agreement and Plan of Merger, dated as of January 16, 2024 (such agreement, as it may be amended from time to time, is referred to as the "merger agreement"), among PGTI, MIWD Holding Company LLC (referred to as "MITER"), and RMR MergeCo, Inc., an indirect wholly owned subsidiary of MITER (referred to as "Merger Sub"), pursuant to which, upon the terms and subject to the conditions of the merger agreement, Merger Sub will merge with and into PGTI (referred to as the "merger"), with PGTI surviving the merger and becoming a wholly owned subsidiary of MITER (referred to as the "merger agreement proposal");

PGT INNOVATIONS INC.’s own tally for this item (“1. Merger Proposal”): 44,668,218 for, 111,672 against — passed, per its Form 8-K filed March 18, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Because Proposal 1 was approved, a vote on the adjournment proposal described in the Proxy Statement was not necessary.”
Support: 99.7% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 83 asset managers below reported 18,883,898 for, 51,635 abstained.

Showing the 25 largest of 83 asset managers. See all 83 in the interactive database.

Description as filed by funds: To approve and adopt an amendment to the Amended and Restated Certificate of Incorporation of PGTI, designating PGTI as the agent of PGTI stockholders to pursue damages in the event that specific performance is not sought or granted as a remedy for MITER'S fraud or material and willful breach of the merger agreement (referred to as the "certificate of incorporation amendment proposal"), and

The 65 asset managers below reported 17,868,464 for, 38,060 abstained. 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.

Showing the 25 largest of 65 asset managers. See all 65 in the interactive database.

Description as filed by funds: To approve and adopt an amendment to the Amended and Restated Certificate of Incorporation of PGTI (referred to as the certificate of incorporation amendment) designating PGTI as the agent of PGTI stockholders to pursue damages in the event that specific performance is not sought or granted as a remedy for MITERs fraud or material and willful breach of the merger agreement (referred to as the certificate of incorporation amendment proposal)

The 10 asset managers below reported 914,581 for, 3,160 abstained. 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.

Description as filed by funds: To approve and adopt an amendment to the Amended and Restated Certificate of Incorporation of PGTI, designating PGTI as the agent of PGTI stockholders to pursue damages in the event that specific performance is not sought or granted as a remedy for MITER's fraud or material and willful breach of the merger agreement (referred to as the "certificate of incorporation amendment proposal").

The 10 asset managers below reported 91,476 for, 13,575 abstained. 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.

Description as filed by funds: TO APPROVE AND ADOPT AN AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF PGTI, DESIGNATING PGTI AS THE AGENT OF PGTI STOCKHOLDERS TO PURSUE DAMAGES IN THE EVENT THAT SPECIFIC PERFORMANCE IS NOT SOUGHT OR GRANTED AS A REMEDY FOR MITER'S FRAUD OR MATERIAL AND WILLFUL BREACH OF THE MERGER AGREEMENT (REFERRED TO AS THE CERTIFICATE OF INCORPORATION AMENDMENT PROPOSAL"). "

The 2 asset managers below reported 6,212 for. 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.

Description as filed by funds: To approve the adjournment of the special meeting, if necessary, to solicit additional proxies if there are not sufficient votes to approve the merger agreement proposal (referred to as the "adjournment proposal").

The 82 asset managers below reported 16,770,162 for, 2,110,571 against, 54,795 abstained. 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.

Showing the 25 largest of 82 asset managers. See all 82 in the interactive database.

Description as filed by funds: To approve on an advisory (non-binding) basis the compensation that may be paid or become payable to PGTI's named executive officers that is based on or otherwise relates to the merger (referred to as the "merger-related compensation proposal");

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, all 81 managers: 13,238,290 for, 5,643,559 against, 53,588 abstained. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports, all 198 managers: 83,958,897 for, 1,705,964,386 against, 190,494 abstained, 365 unknown. Showing the 25 largest; see all in the interactive database.

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, all 1 managers: 41,713 against.

Institutional-manager reports, all 4 managers: 2,490 for, 338,290 against.

Description as filed by funds: To approve on an advisroy (non-binding) basis the compensation that may be paid or become payable to PGTI's named executive officers that is based on or otherwise relates to the merger (referred to as the "merger-related compensation proposal");

The 2 asset managers below reported 28,818 against. 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.