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Compiled from SEC Form N-PX filings and Semrush Holdings, Inc.’s Form 8-K, filed February 3, 2026 (Item 5.07 on EDGAR). Page generated October 18, 2026.
Meeting of February 3, 2026: 2 items on Semrush Holdings, Inc.’s Form 8-K, filed February 3, 2026: 2 without a stated outcome.
None.
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: 2024-2025 2025-2026
Explore Semrush Holdings, Inc. in the interactive database Compare manager voting policies
These tallies are Semrush Holdings, Inc.’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K, filed February 3, 2026 (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 |
|---|---|---|---|---|---|---|---|---|
| 1. The Merger Agreement Proposal | 304,825,418 | 29,533 | 70,415 | -- | -- | 99.9% | Not verified | — |
| 2. The Merger-Related Compensation Proposal | 304,593,379 | 266,042 | 65,945 | -- | -- | 99.9% | Not verified | — |
Source: Semrush Holdings, Inc., Form 8-K, filed with the SEC on February 3, 2026 — read the filing on EDGAR.
Each item below shows how the 172 asset managers that disclosed a Semrush Holdings, 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. These are reported items, not a count of the ballot: fund filings describe one ballot item in different words. Two descriptions are shown as one item only on evidence — the same text (or one cut short of the other), the same director nominee, or a match to the same row of Semrush Holdings, Inc.’s own Form 8-K tally — never because they merely read alike. A description that could not be joined that way is listed on its own, so one ballot item can appear more than once.
Combines 3 wordings of this item as funds reported it.
100% of fund votes cast · no official result
Description as filed by funds: To adopt the Agreement and Plan of Merger, dated as of November 18, 2025 (such agreement, as it may be amended from time to time, is referred to as the "Merger Agreement"), among Semrush, Adobe Inc., a Delaware corporation (referred to as "Adobe"), and Fenway Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Adobe (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 Semrush (referred to as the "Merger"), with Semrush surviving the Merger as a wholly owned subsidiary of Adobe (the "Merger Agreement Proposal").
The 51 asset managers below reported 17,249,335 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.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 5,996,468 | 0 | 0 | 0 | For |
| NEXPOINT FUNDS I | 3,474,250 | 0 | 0 | 0 | For |
| BlackRock | 1,991,092 | 0 | 0 | 0 | For |
| Fidelity | 1,122,130 | 0 | 0 | 0 | For |
| Dimensional | 639,877 | 0 | 0 | 0 | For |
| Investment Managers Series Trust II | 621,591 | 0 | 0 | 0 | For |
| WisdomTree | 547,459 | 0 | 0 | 0 | For |
| TIAA | 421,744 | 0 | 0 | 0 | For |
| Charles Schwab | 391,911 | 0 | 0 | 0 | For |
| State Street | 363,181 | 0 | 0 | 0 | For |
| ARBITRAGE FUNDS | 315,000 | 0 | 0 | 0 | For |
| AllianceBernstein | 225,150 | 0 | 0 | 0 | For |
| Managed Portfolio Series | 164,654 | 0 | 0 | 0 | For |
| ALTSHARES TRUST | 135,011 | 0 | 0 | 0 | For |
| Equitable | 97,385 | 0 | 0 | 0 | For |
| QUANTITATIVE MASTER SERIES LLC | 87,994 | 0 | 0 | 0 | For |
| ProShares | 69,578 | 0 | 0 | 0 | For |
| Goldman Sachs | 68,719 | 0 | 0 | 0 | For |
| Gabelli | 65,000 | 0 | 0 | 0 | For |
| Lincoln Financial | 62,650 | 0 | 0 | 0 | For |
| GDL FUND | 56,000 | 0 | 0 | 0 | For |
| PIMCO | 42,200 | 0 | 0 | 0 | For |
| Northern Trust | 38,465 | 0 | 0 | 0 | For |
| American Century | 36,489 | 0 | 0 | 0 | For |
| AIG/SunAmerica | 25,347 | 0 | 0 | 0 | For |
Showing the 25 largest of 51 asset managers. See all 51 in the interactive database.
98% of fund votes cast · no official result
Description as filed by funds: TO APPROVE THE ADJOURNMENT OF THE SPECIAL MEETING, IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT VOTES TO APPROVE THE MERGER AGREEMENT PROPOSAL AT THE TIME OF THE SPECIAL MEETING.
The 52 asset managers below reported 16,927,494 for, 405,163 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.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 5,996,468 | 0 | 0 | 0 | For |
| NEXPOINT FUNDS I | 3,474,250 | 0 | 0 | 0 | For |
| BlackRock | 1,991,092 | 0 | 0 | 0 | For |
| Fidelity | 1,122,130 | 0 | 0 | 0 | For |
| Dimensional | 639,877 | 0 | 0 | 0 | For |
| Investment Managers Series Trust II | 621,591 | 0 | 0 | 0 | For |
| WisdomTree | 547,459 | 0 | 0 | 0 | For |
| TIAA | 421,744 | 0 | 0 | 0 | For |
| Charles Schwab | 391,911 | 0 | 0 | 0 | For |
| State Street | 1,735 | 361,446 | 0 | 0 | Against |
| ARBITRAGE FUNDS | 315,000 | 0 | 0 | 0 | For |
| AllianceBernstein | 225,150 | 0 | 0 | 0 | For |
| Equitable | 180,385 | 0 | 0 | 0 | For |
| Managed Portfolio Series | 164,654 | 0 | 0 | 0 | For |
| ALTSHARES TRUST | 135,011 | 0 | 0 | 0 | For |
| QUANTITATIVE MASTER SERIES LLC | 87,994 | 0 | 0 | 0 | For |
| ProShares | 69,578 | 0 | 0 | 0 | For |
| Goldman Sachs | 68,719 | 0 | 0 | 0 | For |
| Gabelli | 65,000 | 0 | 0 | 0 | For |
| Lincoln Financial | 27,150 | 35,500 | 0 | 0 | Mixed |
| GDL FUND | 56,000 | 0 | 0 | 0 | For |
| PIMCO | 42,200 | 0 | 0 | 0 | For |
| Northern Trust | 38,465 | 0 | 0 | 0 | For |
| American Century | 36,489 | 0 | 0 | 0 | For |
| AIG/SunAmerica | 25,347 | 0 | 0 | 0 | For |
Showing the 25 largest of 52 asset managers. See all 52 in the interactive database.
Combines 5 wordings of this item as funds reported it.
99.6% Fund and manager reports combined; may count the same shares twice · no official result
Description as filed by funds: To approve on an advisory (non- binding) basis the compensation that may be paid or become payable to Semrush's named executive officers that is based on or otherwise relates to the Merger Agreement and the transactions contemplated.
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.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 5,996,468 | 0 | 0 | 0 | For |
| NEXPOINT FUNDS I | 3,474,250 | 0 | 0 | 0 | For |
| BlackRock | 1,991,092 | 0 | 0 | 0 | For |
| Fidelity | 1,122,130 | 0 | 0 | 0 | For |
| Dimensional | 639,877 | 0 | 0 | 0 | For |
| Investment Managers Series Trust II | 621,591 | 0 | 0 | 0 | For |
| WisdomTree | 547,459 | 0 | 0 | 0 | For |
| TIAA | 421,744 | 0 | 0 | 0 | For |
| Charles Schwab | 391,911 | 0 | 0 | 0 | For |
| State Street | 362,500 | 681 | 0 | 0 | For |
| ARBITRAGE FUNDS | 315,000 | 0 | 0 | 0 | For |
| AllianceBernstein | 225,150 | 0 | 0 | 0 | For |
| Equitable | 180,385 | 0 | 0 | 0 | For |
| Managed Portfolio Series | 164,654 | 0 | 0 | 0 | For |
| ALTSHARES TRUST | 135,011 | 0 | 0 | 0 | For |
| QUANTITATIVE MASTER SERIES LLC | 87,994 | 0 | 0 | 0 | For |
| ProShares | 69,578 | 0 | 0 | 0 | For |
| Goldman Sachs | 68,719 | 0 | 0 | 0 | For |
| Gabelli | 65,000 | 0 | 0 | 0 | For |
| Lincoln Financial | 62,650 | 0 | 0 | 0 | For |
| GDL FUND | 56,000 | 0 | 0 | 0 | For |
| PIMCO | 42,200 | 0 | 0 | 0 | For |
| Northern Trust | 38,465 | 0 | 0 | 0 | For |
| American Century | 0 | 36,489 | 0 | 0 | Against |
| AIG/SunAmerica | 25,347 | 0 | 0 | 0 | For |
Fund voting reports, all 52 managers: 17,284,535 for, 48,122 against. Showing the 25 largest; see all in the interactive database.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Greycroft LP | 8,983,900 | 0 | 0 | 0 | For |
| Fidelity | 2,524,118 | 0 | 0 | 0 | For |
| BlackRock | 1,773,279 | 0 | 0 | 0 | For |
| State Street | 1,336,910 | 2,489 | 0 | 0 | For |
| AQR | 1,259,164 | 0 | 0 | 0 | For |
| GEODE CAPITAL MANAGEMENT, LLC | 1,131,972 | 0 | 0 | 0 | For |
| GLAZER CAPITAL, LLC | 809,644 | 0 | 0 | 0 | For |
| ARROWSTREET CAPITAL, LIMITED PARTNERSHIP | 781,604 | 0 | 0 | 0 | For |
| PACIFIC INVESTMENT MANAGEMENT CO LLC | 591,200 | 0 | 0 | 0 | For |
| S SQUARED TECHNOLOGY, LLC | 550,079 | 0 | 0 | 0 | For |
| Voleon Capital Management LP | 453,620 | 0 | 0 | 0 | For |
| WATER ISLAND CAPITAL LLC | 450,011 | 0 | 0 | 0 | For |
| Keyridge Asset Management Ltd | 444,097 | 0 | 0 | 0 | For |
| Nuveen | 423,613 | 0 | 0 | 0 | For |
| NUANCE INVESTMENTS, LLC | 401,583 | 0 | 0 | 0 | For |
| Charles Schwab | 391,991 | 0 | 0 | 0 | For |
| Vanguard | 381,014 | 0 | 0 | 0 | For |
| Northern Trust | 365,480 | 0 | 0 | 0 | For |
| Goldman Sachs | 315,080 | 0 | 0 | 0 | For |
| Gabelli | 276,684 | 0 | 0 | 0 | For |
| AllianceBernstein | 268,699 | 0 | 0 | 0 | For |
| UBS | 266,332 | 0 | 0 | 0 | For |
| HARVEST MANAGEMENT LLC | 250,000 | 0 | 0 | 0 | For |
| SILVERCREST ASSET MANAGEMENT GROUP LLC | 248,542 | 0 | 0 | 0 | For |
| BALYASNY ASSET MANAGEMENT L.P. | 187,780 | 0 | 0 | 0 | For |
Institutional-manager reports, all 133 managers: 27,055,811 for, 111,040 against, 6,099 abstained, 9,000 not voted. Showing the 25 largest; see all in the interactive database.
81% of fund votes cast · no official result
The 3 asset managers below reported 23,414 for, 5,584 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.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| JPMorgan | 20,456 | 0 | 0 | 0 | For |
| Resolute Advisors LLC | 0 | 5,584 | 0 | 0 | Against |
| APG Asset Management US Inc. | 2,958 | 0 | 0 | 0 | For |
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 147,214,161 shares outstanding at the time of that meeting.
| # | Asset manager | % of shares outstanding |
|---|---|---|
| 1 | Vanguard | 4.07% |
| 2 | NEXPOINT FUNDS I | 2.36% |
| 3 | BlackRock | 1.35% |
| 4 | Fidelity | 0.76% |
| 5 | Dimensional | 0.43% |
| 6 | Investment Managers Series Trust II | 0.42% |
| 7 | WisdomTree | 0.37% |
| 8 | TIAA | 0.29% |
| 9 | Charles Schwab | 0.27% |
| 10 | State Street | 0.25% |
| # | Asset manager | % of shares outstanding |
|---|---|---|
| 1 | Greycroft LP | 6.10% |
| 2 | Fidelity | 1.71% |
| 3 | BlackRock | 1.20% |
| 4 | State Street | 0.91% |
| 5 | AQR | 0.86% |
| 6 | GEODE CAPITAL MANAGEMENT, LLC | 0.77% |
| 7 | GLAZER CAPITAL, LLC | 0.55% |
| 8 | ARROWSTREET CAPITAL, LIMITED PARTNERSHIP | 0.53% |
| 9 | PACIFIC INVESTMENT MANAGEMENT CO LLC | 0.40% |
| 10 | S SQUARED TECHNOLOGY, LLC | 0.37% |
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 |
|---|---|---|
| Oleg Shchegolev | 27.04% | DEF14A |
| Dmitry Melnikov | 12.86% | DEF14A |
| Entities affiliated with Siguler Guff & Company, LP | 11.04% | DEF14A |
| Entities affiliated with Greycroft Growth II, L.P. | 6.10% | DEF14A |
| Vanguard Group | 4.35% | 13F |
| BlackRock | 2.59% | 13F |
| Goldman Sachs | 1.21% | 13F |
| State Street | 0.93% | 13F |
| Geode Capital | 0.75% | 13F |
| Millennium Management | 0.74% | 13F |
Percentages above are of 147,214,161 shares outstanding, as reported by Semrush Holdings, Inc. on its Form 10-Q dated March 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 Semrush Holdings, Inc.’s 10-Q dated March 31, 2025. This page is a static snapshot rebuilt weekly on October 18, 2026; a live search always shows the current data.
At Semrush Holdings, Inc.'s shareholder meeting held February 3, 2026, in the 2025-2026 proxy season, 172 asset managers reported how they voted in their SEC Form N-PX filings, covering 597 separate fund positions. Their filings are grouped here into 4 reported items; because filers word the same ballot item differently, that can be more than the number of items on the ballot. Semrush Holdings, Inc.'s own Form 8-K tally for this meeting is published below, but no row in it could be matched to the most widely held item, so this page states no certified outcome for that item. On that item — To approve on an advisory (non- binding) basis the compensation that may be paid or become… — the reporting funds and managers cast 99.6% of the shares they voted in favour (FOR divided by FOR plus AGAINST plus WITHHELD; abstained and unvoted shares are excluded because neither took a side). Fund and manager reports are combined in it and may count the same shares twice: it adds fund reports to institutional-manager reports, which can cover the same shares. It is not the company's certified result.
Semrush Holdings, Inc. proxy season coverage: 2024-2025 · 2025-2026 (this page).
Download data (CSV): ballot items · votes by manager · column guide.