SCHOLAR ROCK HOLDING CORP. 2023-2024 Proxy Voting Records

Description as filed by funds: To elect three Class III directors to our Board of Directors, each to serve until the 2027 Annual Meeting of stockholders and until his successor has been duly elected and qualified, or until his earlier death, resignation, or removal: Akshay Vaishnaw

SCHOLAR ROCK HOLDING CORP.’s own tally for this item (“Elect Director: Akshay Vaishnaw, M.D.,Ph.D.”): 64,032,596 for, 6,910,271 withheld, per its Form 8-K filed June 28, 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: “Proposal 1 - Election of Directors The stockholders elected each of the persons named below to serve as a Class III director of the Company for a three-year term that expires at the Company's annual meeting of stockholders in 2027 and until their successors, if any, are duly elected and qualified, …”
Support: 90% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 59 asset managers below reported 22,389,833 for, 371 against, 978,194 withheld, 25,742 abstained.

Showing the 25 largest of 59 asset managers. See all 59 in the interactive database.

Description as filed by funds: To elect three Class III directors to our Board of Directors, each to serve until the 2027 Annual Meeting of stockholders and until his successor has been duly elected and qualified, or until his earlier death, resignation, or removal: Jeffrey S. Flier

SCHOLAR ROCK HOLDING CORP.’s own tally for this item (“Elect Director: Jeffrey S. Flier, M.D.”): 56,709,862 for, 14,233,005 withheld, per its Form 8-K filed June 28, 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: “Proposal 1 - Election of Directors The stockholders elected each of the persons named below to serve as a Class III director of the Company for a three-year term that expires at the Company's annual meeting of stockholders in 2027 and until their successors, if any, are duly elected and qualified, …”
Support: 80% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 59 asset managers below reported 21,889,410 for, 371 against, 1,478,430 withheld, 25,929 abstained.

Showing the 25 largest of 59 asset managers. See all 59 in the interactive database.

Description as filed by funds: To elect three Class III directors to our Board of Directors, each to serve until the 2027 Annual Meeting of stockholders and until his successor has been duly elected and qualified, or until his earlier death, resignation, or removal: Richard Brudnick

SCHOLAR ROCK HOLDING CORP.’s own tally for this item (“Elect Director: Richard Brudnick”): 62,726,053 for, 8,216,814 withheld, per its Form 8-K filed June 28, 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: “Proposal 1 - Election of Directors The stockholders elected each of the persons named below to serve as a Class III director of the Company for a three-year term that expires at the Company's annual meeting of stockholders in 2027 and until their successors, if any, are duly elected and qualified, …”
Support: 88% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 59 asset managers below reported 22,843,136 for, 546,054 withheld, 4,950 abstained.

Showing the 25 largest of 59 asset managers. See all 59 in the interactive database.

Description as filed by funds: To approve an amendment to the Company's Amended and Restated Certificate of Incorporation, as amended to date, to limit the liability of certain officers of the Company as permitted by recent amendments to Delaware law.

SCHOLAR ROCK HOLDING CORP.’s own tally for this item (“4. Amendment of the Company's Amended and Restated Certificate of Incorporation to Limit the Liability of Certain Officers of the Company”): 61,173,475 for, 9,760,918 against — passed, per its Form 8-K filed June 28, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Proposal 4 – Amendment of the Company's Amended and Restated Certificate of Incorporation to Limit the Liability of Certain Officers of the Company The stockholders approved an amendment to the Certificate of Incorporation to limit the liability of certain officers of the Company as permitted by re…”
Support: 86% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 59 asset managers below reported 23,348,206 for, 45,934 against.

Showing the 25 largest of 59 asset managers. See all 59 in the interactive database.

Description as filed by funds: To approve an amendment to the Company's Amended and Restated Certificate of Incorporation, as amended to date, to increase the number of authorized shares of common stock from 150,000,000 to 300,000,000.

SCHOLAR ROCK HOLDING CORP.’s own tally for this item (“3. Amendment of the Company's Amended and Restated Certificate of Incorporation to Increase the Number of Authorized Shares of Common Stock”): 73,832,131 for, 2,323,602 against — passed, per its Form 8-K filed June 28, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Proposal 3 – Amendment of the Company's Amended and Restated Certificate of Incorporation to Increase the Number of Authorized Shares of Common Stock The stockholders approved an amendment to the Certificate of Incorporation to increase the number of authorized shares of common stock from 150,000,0…”
Support: 97% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 59 asset managers below reported 23,389,428 for, 4,712 against.

Showing the 25 largest of 59 asset managers. See all 59 in the interactive database.

Description as filed by funds: To approve, on a non-binding, advisory basis, the compensation of the Company's named executive officers.

SCHOLAR ROCK HOLDING CORP.’s own tally for this item (“5. Approval of the Compensation of the Company's Named Executive Officers on a Non-Binding, Advisory Basis”): 69,061,313 for, 1,773,153 against — passed, per its Form 8-K filed June 28, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Proposal 5 – Approval of the Compensation of the Company's Named Executive Officers on a Non-Binding, Advisory Basis The stockholders approved, on a non-binding, advisory basis, the compensation of the Company's named executive officers.”
Support: 97% 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 58 managers: 23,159,276 for, 234,493 against. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports, all 132 managers: 45,976,414 for, 916,983 against, 29,285 1 year. Showing the 25 largest; see all in the interactive database.

Description as filed by funds: To approve, on a non-binding, advisory basis, the preferred frequency of future advisory votes on compensation of our named executive officers.

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 58 managers: 2,452,553 for, 20,892,579 1 year, 48,637 3 year. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports, all 126 managers: 351,312 for, 30 against, 46,386,807 1 year, 9,161 3 year, 1,409 unknown. Showing the 25 largest; see all in the interactive database.

Description as filed by funds: To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024.

SCHOLAR ROCK HOLDING CORP.’s own tally for this item (“2. Ratification of Appointment of Independent Registered Public Accounting Firm”): 76,077,049 for, 81,644 against — passed, per its Form 8-K filed June 28, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Proposal 2 - Ratification of Appointment of Independent Registered Public Accounting Firm The stockholders ratified the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024.”
Support: 99.8% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 59 asset managers below reported 23,394,087 for, 53 against.

Showing the 25 largest of 59 asset managers. See all 59 in the interactive database.