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Compiled from SEC Form N-PX filings and SMARTSHEET INC.’s Form 8-K, filed December 9, 2024 (Item 5.07 on EDGAR). Page generated November 1, 2026.
Meeting of December 9, 2024: 2 items on SMARTSHEET INC.’s Form 8-K, filed December 9, 2024: 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: 2023-2024 2024-2025
Explore SMARTSHEET INC. in the interactive database Compare manager voting policies
These tallies are SMARTSHEET INC.’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K, filed December 9, 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.
| Ballot item | For | Against | Abstain | Withheld | Broker non-votes | Support (of votes cast) | Reported outcome | Voting standard |
|---|---|---|---|---|---|---|---|---|
| 1. The Merger Proposal | 100,327,163 | 5,198,019 | 46,530 | -- | 0 | 95% | Not verified | — |
| 2. The Compensation Proposal | 93,806,202 | 11,473,382 | 292,128 | -- | 0 | 89% | Not verified | — |
Source: SMARTSHEET INC., Form 8-K, filed with the SEC on December 9, 2024 — read the filing on EDGAR.
Each item below shows how the 368 asset managers that disclosed a SMARTSHEET 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 SMARTSHEET 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.
100% of fund votes cast · no official result
Description as filed by funds: To adopt the Agreement and Plan of Merger, dated September 24, 2024 (the "Merger Agreement"), by and among Smartsheet Inc. ("Smartsheet"), Einstein Parent, Inc., a Delaware corporation ("Parent"), and Einstein Merger Sub, Inc., a Washington corporation and a wholly owned subsidiary of parent (which we refer to as "Merger Sub"), pursuant to which, Merger Sub will merge with and into Smartsheet (which we refer to as the "Merger"), whereupon the separate corporate existence of Merger Sub shall cease, with Smartsheet surviving the Merger as a wholly owned subsidiary of Parent.
The 50 asset managers below reported 25,382,673 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 | 13,648,143 | 0 | 0 | 0 | For |
| Fidelity | 2,287,175 | 0 | 0 | 0 | For |
| Capital Group | 1,741,157 | 0 | 0 | 0 | For |
| Investment Managers Series Trust II | 1,314,949 | 0 | 0 | 0 | For |
| First Trust | 1,206,871 | 0 | 0 | 0 | For |
| T. Rowe Price | 702,936 | 0 | 0 | 0 | For |
| Dimensional | 656,355 | 0 | 0 | 0 | For |
| OLD WESTBURY FUNDS INC | 610,000 | 0 | 0 | 0 | For |
| MERGER FUND | 509,384 | 0 | 0 | 0 | For |
| TIAA | 487,330 | 0 | 0 | 0 | For |
| GLENMEDE FUND INC | 363,001 | 0 | 0 | 0 | For |
| AQR | 276,783 | 0 | 0 | 0 | For |
| State Street | 238,951 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 165,729 | 0 | 0 | 0 | For |
| WisdomTree | 128,787 | 0 | 0 | 0 | For |
| New York Life | 126,061 | 0 | 0 | 0 | For |
| Brighthouse | 97,040 | 0 | 0 | 0 | For |
| Lincoln Financial | 75,980 | 0 | 0 | 0 | For |
| Voya | 61,627 | 0 | 0 | 0 | For |
| American Century | 57,644 | 0 | 0 | 0 | For |
| BNY Mellon | 56,000 | 0 | 0 | 0 | For |
| Victory Capital | 54,121 | 0 | 0 | 0 | For |
| Prudential/PGIM | 51,786 | 0 | 0 | 0 | For |
| Transamerica | 50,871 | 0 | 0 | 0 | For |
| Equitable | 42,844 | 0 | 0 | 0 | For |
Showing the 25 largest of 50 asset managers. See all 50 in the interactive database.
Combines 2 wordings of this item as funds reported it.
90% of fund votes cast · no official result
Description as filed by funds: To adopt the Agreement & Plan of Merger, dated September 24, 2024 ("Merger Agreement"), by & among Smartsheet Inc., Einstein Parent, Inc., a Delaware corporation ("Parent"), and Einstein Merger Sub, Inc., a Washington corporation & a wholly owned subsidiary of Parent (which we refer to as "Merger Sub"), pursuant to which, Merger Sub will merge with & into Smartsheet (which we refer to as the "Merger"), whereupon the separate corporate existence of Merger Sub shall cease, with Smartsheet surviving the Merger as a wholly owned subsidiary of Parent.
The 49 asset managers below reported 11,567,068 for, 1,256,805 against, 980 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.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| BlackRock | 3,020,032 | 0 | 0 | 0 | For |
| Vanguard | 2,250,801 | 0 | 0 | 0 | For |
| Charles Schwab | 1,253,489 | 0 | 0 | 0 | For |
| Brown Capital Management Mutual Funds | 0 | 1,159,690 | 0 | 0 | Against |
| MERIDIAN FUND INC | 857,809 | 0 | 0 | 0 | For |
| Advisors' Inner Circle Fund II | 800,000 | 0 | 0 | 0 | For |
| Federated Hermes | 700,000 | 0 | 0 | 0 | For |
| NEXPOINT FUNDS I | 490,967 | 0 | 0 | 0 | For |
| Jackson National | 396,149 | 0 | 0 | 0 | For |
| ARBITRAGE FUNDS | 333,880 | 0 | 0 | 0 | For |
| AMG FUNDS | 303,400 | 0 | 0 | 0 | For |
| JPMorgan | 185,080 | 0 | 0 | 0 | For |
| Global X | 132,754 | 0 | 0 | 0 | For |
| Nationwide | 22,420 | 97,115 | 0 | 0 | Mixed |
| OPTIMUM FUND TRUST | 119,037 | 0 | 0 | 0 | For |
| MASTER INVESTMENT PORTFOLIO | 109,305 | 0 | 0 | 0 | For |
| John Hancock | 100,947 | 0 | 0 | 0 | For |
| Bridge Builder Trust | 98,884 | 0 | 0 | 0 | For |
| RBB FUND, INC. | 61,141 | 0 | 0 | 0 | For |
| VanEck ETF Trust | 46,084 | 0 | 0 | 0 | For |
| GDL FUND | 45,000 | 0 | 0 | 0 | For |
| ALTSHARES TRUST | 44,793 | 0 | 0 | 0 | For |
| SEI | 40,683 | 0 | 0 | 0 | For |
| Amplify ETF Trust | 24,406 | 0 | 0 | 0 | For |
| Exchange Place Advisors Trust | 15,020 | 0 | 0 | 0 | For |
Showing the 25 largest of 49 asset managers. See all 49 in the interactive database.
Combines 2 wordings of this item as funds reported it.
92% of fund votes cast · no official result
Description as filed by funds: IF NECESSARY OR APPROPRIATE, TO ADJOURN THE SPECIAL MEETING OF THE SHAREHOLDERS TO A LATER DATE OR DATES AS PROVIDED IN THE MERGER AGREEMENT, INCLUDING TO SOLICIT ADDITIONAL VOTES IF THERE ARE INSUFFICIENT VOTES TO ADOPT THE MERGER AGREEMENT AT THE TIME OF THE SPECIAL MEETING OF THE SHAREHOLDERS.
The 97 asset managers below reported 35,447,293 for, 3,004,994 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 | 15,898,944 | 0 | 0 | 0 | For |
| BlackRock | 3,020,032 | 0 | 0 | 0 | For |
| Fidelity | 292,913 | 1,994,262 | 0 | 0 | Mixed |
| Capital Group | 1,741,157 | 0 | 0 | 0 | For |
| Investment Managers Series Trust II | 1,326,249 | 0 | 0 | 0 | For |
| Charles Schwab | 1,253,489 | 0 | 0 | 0 | For |
| First Trust | 1,206,871 | 0 | 0 | 0 | For |
| Brown Capital Management Mutual Funds | 1,159,690 | 0 | 0 | 0 | For |
| MERIDIAN FUND INC | 857,809 | 0 | 0 | 0 | For |
| Advisors' Inner Circle Fund II | 800,000 | 0 | 0 | 0 | For |
| T. Rowe Price | 0 | 702,936 | 0 | 0 | Against |
| Federated Hermes | 700,000 | 0 | 0 | 0 | For |
| Dimensional | 656,355 | 0 | 0 | 0 | For |
| OLD WESTBURY FUNDS INC | 610,000 | 0 | 0 | 0 | For |
| MERGER FUND | 509,384 | 0 | 0 | 0 | For |
| NEXPOINT FUNDS I | 490,967 | 0 | 0 | 0 | For |
| TIAA | 487,330 | 0 | 0 | 0 | For |
| Jackson National | 396,149 | 0 | 0 | 0 | For |
| GLENMEDE FUND INC | 363,001 | 0 | 0 | 0 | For |
| ARBITRAGE FUNDS | 333,880 | 0 | 0 | 0 | For |
| AMG FUNDS | 303,400 | 0 | 0 | 0 | For |
| AQR | 276,783 | 0 | 0 | 0 | For |
| Capitol Series Trust | 244,555 | 0 | 0 | 0 | For |
| State Street | 80,816 | 158,135 | 0 | 0 | Mixed |
| JPMorgan | 185,080 | 0 | 0 | 0 | For |
Showing the 25 largest of 97 asset managers. See all 97 in the interactive database.
Combines 10 wordings of this item as funds reported it.
89% Fund and manager reports combined; may count the same shares twice · no official result
Description as filed by funds: To approve, on a non-binding advisory basis, the compensation that may be paid or become payable to Smartsheet's named executive officers that is based on or otherwise relates to the Merger.
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 | 15,898,944 | 0 | 0 | 0 | For |
| BlackRock | 3,020,032 | 0 | 0 | 0 | For |
| Fidelity | 2,287,175 | 0 | 0 | 0 | For |
| Capital Group | 1,741,157 | 0 | 0 | 0 | For |
| Investment Managers Series Trust II | 1,326,249 | 0 | 0 | 0 | For |
| Charles Schwab | 1,253,489 | 0 | 0 | 0 | For |
| First Trust | 1,206,871 | 0 | 0 | 0 | For |
| Brown Capital Management Mutual Funds | 0 | 1,159,690 | 0 | 0 | Against |
| MERIDIAN FUND INC | 857,809 | 0 | 0 | 0 | For |
| Advisors' Inner Circle Fund II | 800,000 | 0 | 0 | 0 | For |
| T. Rowe Price | 702,936 | 0 | 0 | 0 | For |
| Federated Hermes | 700,000 | 0 | 0 | 0 | For |
| Dimensional | 656,355 | 0 | 0 | 0 | For |
| OLD WESTBURY FUNDS INC | 610,000 | 0 | 0 | 0 | For |
| MERGER FUND | 509,384 | 0 | 0 | 0 | For |
| NEXPOINT FUNDS I | 490,967 | 0 | 0 | 0 | For |
| TIAA | 0 | 487,330 | 0 | 0 | Against |
| Jackson National | 396,149 | 0 | 0 | 0 | For |
| GLENMEDE FUND INC | 363,001 | 0 | 0 | 0 | For |
| ARBITRAGE FUNDS | 333,880 | 0 | 0 | 0 | For |
| AMG FUNDS | 303,400 | 0 | 0 | 0 | For |
| AQR | 276,783 | 0 | 0 | 0 | For |
| State Street | 238,951 | 0 | 0 | 0 | For |
| JPMorgan | 185,080 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 165,729 | 0 | 0 | 0 | For |
Fund voting reports, all 94 managers: 36,353,242 for, 1,792,863 against, 61,627 abstained. Showing the 25 largest; see all in the interactive database.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| BlackRock | 4,960,894 | 0 | 0 | 0 | For |
| Pentwater Capital Management LP | 4,638,344 | 0 | 0 | 0 | For |
| ArrowMark Colorado Holdings LLC | 3,696,240 | 0 | 0 | 0 | For |
| Fidelity | 10,663 | 3,587,000 | 0 | 0 | Against |
| GEODE CAPITAL MANAGEMENT, LLC | 2,220,452 | 0 | 0 | 0 | For |
| State Street | 2,028,656 | 0 | 0 | 0 | For |
| TOMS Capital Investment Management LP | 2,013,430 | 0 | 0 | 0 | For |
| HAWK RIDGE CAPITAL MANAGEMENT LP | 0 | 1,890,948 | 0 | 0 | Against |
| Capital Group | 1,882,839 | 0 | 0 | 0 | For |
| GLAZER CAPITAL, LLC | 1,809,003 | 0 | 0 | 0 | For |
| BROWN CAPITAL MANAGEMENT LLC | 0 | 1,715,517 | 0 | 0 | Against |
| TIG Advisors, LLC | 1,662,198 | 0 | 0 | 0 | For |
| Dorsey Asset Management, LLC | 1,493,286 | 0 | 0 | 0 | For |
| Charles Schwab | 1,269,205 | 0 | 0 | 0 | For |
| BESSEMER INVESTMENT MANAGEMENT LLC | 1,220,000 | 0 | 0 | 0 | For |
| Bessemer Trust Co of California, N.A. | 1,220,000 | 0 | 0 | 0 | For |
| TimesSquare Capital Management, LLC | 1,219,650 | 0 | 0 | 0 | For |
| AQR | 1,199,837 | 0 | 0 | 0 | For |
| Beryl Capital Management LLC | 1,178,742 | 0 | 0 | 0 | For |
| T. Rowe Price | 1,012,706 | 0 | 0 | 0 | For |
| PICTON MAHONEY ASSET MANAGEMENT | 954,646 | 0 | 0 | 0 | For |
| NEW YORK STATE COMMON RETIREMENT FUND | 0 | 819,191 | 0 | 0 | Against |
| Sand Grove Capital Management LLP | 809,085 | 0 | 0 | 0 | For |
| Neuberger Berman | 712,893 | 0 | 0 | 0 | For |
| Federated Hermes | 700,351 | 0 | 0 | 0 | For |
Institutional-manager reports, all 291 managers: 54,223,801 for, 9,912,865 against, 72,753 abstained, 152,916 not voted. Showing the 25 largest; see all in the interactive database.
100% Fund and manager reports combined; may count the same shares twice · no official result
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 |
|---|---|---|---|---|---|
| GuideStone | 110,543 | 0 | 0 | 0 | For |
Fund voting reports, all 1 managers: 110,543 for.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| JPMorgan | 194,080 | 0 | 0 | 0 | For |
| EFG Asset Management (North America) Corp. | 40,093 | 0 | 0 | 0 | For |
| ALGERT GLOBAL LLC | 18,990 | 0 | 0 | 0 | For |
| Granahan Investment Management, LLC | 18,294 | 0 | 0 | 0 | For |
| WASHINGTON CAPITAL MANAGEMENT, INC | 11,575 | 0 | 0 | 0 | For |
| TD ASSET MANAGEMENT INC | 418 | 0 | 0 | 0 | For |
| Convergence Investment Partners, LLC | 12 | 0 | 0 | 0 | For |
Institutional-manager reports, all 7 managers: 283,462 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 138,341,751 shares outstanding at the time of that meeting.
| # | Asset manager | % of shares outstanding |
|---|---|---|
| 1 | Vanguard | 11.49% |
| 2 | BlackRock | 2.18% |
| 3 | Fidelity | 1.65% |
| 4 | Capital Group | 1.26% |
| 5 | Investment Managers Series Trust II | 0.96% |
| 6 | Charles Schwab | 0.91% |
| 7 | First Trust | 0.87% |
| 8 | Brown Capital Management Mutual Funds | 0.84% |
| 9 | MERIDIAN FUND INC | 0.62% |
| 10 | Advisors' Inner Circle Fund II | 0.58% |
| # | Asset manager | % of shares outstanding |
|---|---|---|
| 1 | BlackRock | 3.59% |
| 2 | Pentwater Capital Management LP | 3.35% |
| 3 | ArrowMark Colorado Holdings LLC | 2.67% |
| 4 | Fidelity | 2.60% |
| 5 | GEODE CAPITAL MANAGEMENT, LLC | 1.61% |
| 6 | State Street | 1.47% |
| 7 | TOMS Capital Investment Management LP | 1.46% |
| 8 | HAWK RIDGE CAPITAL MANAGEMENT LP | 1.37% |
| 9 | Capital Group | 1.36% |
| 10 | GLAZER CAPITAL, LLC | 1.31% |
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, Inc. | 7.05% | 13G |
| Nuveen | 0.30% | 13F |
| Norges Bank | 0.25% | 13F |
Percentages above are of 138,341,751 shares outstanding, as reported by SMARTSHEET INC. on its Form 10-Q dated May 30, 2024 (see the filing on EDGAR). This is the count contemporaneous with the 2024-2025 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 SMARTSHEET INC.’s 10-Q dated May 30, 2024. This page is a static snapshot rebuilt weekly on November 1, 2026; a live search always shows the current data.
At SMARTSHEET INC.'s shareholder meeting held December 9, 2024, in the 2024-2025 proxy season, 368 asset managers reported how they voted in their SEC Form N-PX filings, covering 1,334 separate fund positions. Their filings are grouped here into 5 reported items; because filers word the same ballot item differently, that can be more than the number of items on the ballot. SMARTSHEET 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 a non-binding advisory basis, the compensation that may be paid or become… — the reporting funds and managers cast 89% 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.
SMARTSHEET INC. proxy season coverage: 2023-2024 · 2024-2025 (this page).
Download data (CSV): ballot items · votes by manager · column guide.