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Compiled from SEC Form N-PX filings and SOLARWINDS CORP.’s Form 8-K, filed May 24, 2024 (Item 5.07 on EDGAR). Page generated October 18, 2026.
Meeting of May 23, 2024: 5 items on SOLARWINDS CORP.’s Form 8-K, filed May 24, 2024: 3 elected · 2 approved.
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
Explore SOLARWINDS CORP. in the interactive database Compare manager voting policies
These tallies are SOLARWINDS CORP.’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K, filed May 24, 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 |
|---|---|---|---|---|---|---|---|---|
| Elect Director: Cathleen Benko | 141,076,025 | -- | -- | 6,861,847 | 13,229,830 | 95% | Elected | — |
| Elect Director: Dennis Howard | 142,197,925 | -- | -- | 5,739,947 | 13,229,830 | 96% | Elected | — |
| Elect Director: Douglas Smith | 128,502,420 | -- | -- | 19,435,452 | 13,229,830 | 87% | Elected | — |
| 2. Ratification of Appointment of Company's Independent Registered Public Accounting Firm The appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024 | 158,423,462 | 2,623,750 | 120,490 | -- | -- | 98% | Approved | — |
| 3. Advisory Vote to Approve the Compensation of the Company's Named Executive Officers | 145,747,726 | 2,166,903 | 23,243 | -- | 13,229,830 | 99% | Approved | — |
Source: SOLARWINDS CORP., Form 8-K, filed with the SEC on May 24, 2024 — read the filing on EDGAR.
Each item below shows how the 182 asset managers that disclosed a SOLARWINDS CORP. 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 5 wordings of this item as funds reported it.
95% Majority: yes · of votes cast
Description as filed by funds: Election of Class III Directors: Cathleen Benko
SOLARWINDS CORP.’s own tally for this item (“Elect Director: Cathleen Benko”): 141,076,025 for, 6,861,847 withheld, per its Form 8-K filed May 24, 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 One: Election of Class III Directors Each of the following persons was duly elected by the Company's stockholders as a Class III director to serve for a term of three years expiring at the 2027 annual meeting of stockholders or until a successor has been duly elected and qualified, with vo…”
Support: 95% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.
The 65 asset managers below reported 13,691,469 for, 4,681,969 withheld, 53,839 abstained, 6,345 unknown.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 5,888,556 | 0 | 0 | 0 | For |
| Dimensional | 0 | 0 | 0 | 4,603,862 | Withhold |
| BlackRock | 2,037,568 | 0 | 0 | 0 | For |
| Fidelity | 1,329,615 | 0 | 0 | 0 | For |
| SEI | 556,115 | 0 | 0 | 0 | For |
| New York Life | 483,924 | 0 | 0 | 0 | For |
| Federated Hermes | 414,835 | 0 | 0 | 0 | For |
| Charles Schwab | 406,234 | 0 | 0 | 0 | For |
| Goldman Sachs | 362,201 | 0 | 0 | 0 | For |
| VALUED ADVISERS TRUST | 306,555 | 0 | 0 | 0 | For |
| State Street | 258,108 | 0 | 0 | 126 | For |
| Nationwide | 155,423 | 0 | 0 | 0 | For |
| Prudential/PGIM | 151,300 | 0 | 0 | 0 | For |
| Equitable | 79,005 | 0 | 0 | 60,339 | Mixed |
| TIAA | 115,374 | 0 | 0 | 0 | For |
| Thrivent | 104,301 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 103,230 | 0 | 0 | 0 | For |
| Victory Capital | 99,829 | 0 | 0 | 0 | For |
| WisdomTree | 92,206 | 0 | 0 | 0 | For |
| QUANTITATIVE MASTER SERIES LLC | 88,585 | 0 | 0 | 0 | For |
| Lincoln Financial | 66,791 | 0 | 0 | 12,440 | Mixed |
| American Century | 54,853 | 0 | 0 | 0 | For |
| Invesco | 47,540 | 0 | 0 | 0 | For |
| BRANDES INVESTMENT TRUST | 44,690 | 0 | 0 | 0 | For |
| First Trust | 44,309 | 0 | 0 | 0 | For |
Showing the 25 largest of 65 asset managers. See all 65 in the interactive database.
Combines 5 wordings of this item as funds reported it.
96% Majority: yes · of votes cast
Description as filed by funds: Election of Class III Directors: Dennis Howard
SOLARWINDS CORP.’s own tally for this item (“Elect Director: Dennis Howard”): 142,197,925 for, 5,739,947 withheld, per its Form 8-K filed May 24, 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 One: Election of Class III Directors Each of the following persons was duly elected by the Company's stockholders as a Class III director to serve for a term of three years expiring at the 2027 annual meeting of stockholders or until a successor has been duly elected and qualified, with vo…”
Support: 96% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.
The 65 asset managers below reported 13,691,469 for, 4,681,969 withheld, 53,839 abstained, 6,345 unknown.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 5,888,556 | 0 | 0 | 0 | For |
| Dimensional | 0 | 0 | 0 | 4,603,862 | Withhold |
| BlackRock | 2,037,568 | 0 | 0 | 0 | For |
| Fidelity | 1,329,615 | 0 | 0 | 0 | For |
| SEI | 556,115 | 0 | 0 | 0 | For |
| New York Life | 483,924 | 0 | 0 | 0 | For |
| Federated Hermes | 414,835 | 0 | 0 | 0 | For |
| Charles Schwab | 406,234 | 0 | 0 | 0 | For |
| Goldman Sachs | 362,201 | 0 | 0 | 0 | For |
| VALUED ADVISERS TRUST | 306,555 | 0 | 0 | 0 | For |
| State Street | 258,108 | 0 | 0 | 126 | For |
| Nationwide | 155,423 | 0 | 0 | 0 | For |
| Prudential/PGIM | 151,300 | 0 | 0 | 0 | For |
| Equitable | 79,005 | 0 | 0 | 60,339 | Mixed |
| TIAA | 115,374 | 0 | 0 | 0 | For |
| Thrivent | 104,301 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 103,230 | 0 | 0 | 0 | For |
| Victory Capital | 99,829 | 0 | 0 | 0 | For |
| WisdomTree | 92,206 | 0 | 0 | 0 | For |
| QUANTITATIVE MASTER SERIES LLC | 88,585 | 0 | 0 | 0 | For |
| Lincoln Financial | 66,791 | 0 | 0 | 12,440 | Mixed |
| American Century | 54,853 | 0 | 0 | 0 | For |
| Invesco | 47,540 | 0 | 0 | 0 | For |
| BRANDES INVESTMENT TRUST | 44,690 | 0 | 0 | 0 | For |
| First Trust | 44,309 | 0 | 0 | 0 | For |
Showing the 25 largest of 65 asset managers. See all 65 in the interactive database.
Combines 5 wordings of this item as funds reported it.
87% Majority: yes · of votes cast
Description as filed by funds: Election of Class III Directors: Douglas Smith
SOLARWINDS CORP.’s own tally for this item (“Elect Director: Douglas Smith”): 128,502,420 for, 19,435,452 withheld, per its Form 8-K filed May 24, 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 One: Election of Class III Directors Each of the following persons was duly elected by the Company's stockholders as a Class III director to serve for a term of three years expiring at the 2027 annual meeting of stockholders or until a successor has been duly elected and qualified, with vo…”
Support: 87% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.
The 65 asset managers below reported 11,105,743 for, 7,235,421 withheld, 86,113 abstained, 6,345 unknown.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 5,888,556 | 0 | 0 | 0 | For |
| Dimensional | 0 | 0 | 0 | 4,603,862 | Withhold |
| BlackRock | 2,037,568 | 0 | 0 | 0 | For |
| Fidelity | 1,329,615 | 0 | 0 | 0 | For |
| SEI | 0 | 0 | 0 | 556,115 | Withhold |
| New York Life | 446,607 | 0 | 0 | 37,317 | Mixed |
| Federated Hermes | 414,835 | 0 | 0 | 0 | For |
| Charles Schwab | 406,234 | 0 | 0 | 0 | For |
| Goldman Sachs | 0 | 0 | 0 | 362,201 | Withhold |
| VALUED ADVISERS TRUST | 0 | 0 | 0 | 306,555 | Withhold |
| State Street | 192 | 0 | 0 | 258,042 | Withhold |
| Nationwide | 780 | 0 | 0 | 154,643 | Withhold |
| Prudential/PGIM | 151,300 | 0 | 0 | 0 | For |
| Equitable | 79,005 | 0 | 0 | 60,339 | Mixed |
| TIAA | 115,374 | 0 | 0 | 0 | For |
| Thrivent | 0 | 0 | 0 | 104,301 | Withhold |
| Columbia Threadneedle | 0 | 0 | 0 | 103,230 | Withhold |
| Victory Capital | 0 | 0 | 0 | 99,829 | Withhold |
| WisdomTree | 0 | 0 | 0 | 92,206 | Withhold |
| QUANTITATIVE MASTER SERIES LLC | 88,585 | 0 | 0 | 0 | For |
| Lincoln Financial | 0 | 0 | 0 | 79,231 | Withhold |
| American Century | 0 | 0 | 0 | 54,853 | Withhold |
| Invesco | 0 | 0 | 0 | 47,540 | Withhold |
| BRANDES INVESTMENT TRUST | 44,690 | 0 | 0 | 0 | For |
| First Trust | 0 | 0 | 0 | 44,309 | Withhold |
Showing the 25 largest of 65 asset managers. See all 65 in the interactive database.
Combines 8 wordings of this item as funds reported it.
99% Approved · of votes cast
Description as filed by funds: Non-binding advisory vote to approve the compensation of our named executive officers.
SOLARWINDS CORP.’s own tally for this item (“3. Advisory Vote to Approve the Compensation of the Company's Named Executive Officers”): 145,747,726 for, 2,166,903 against — passed, per its Form 8-K filed May 24, 2024 (Item 5.07).
Reported outcome: Approved, in the filing’s own words: “The approval, on a non-binding advisory basis, of the compensation of our named executive officers was approved by the stockholders, with votes as follows:”
Support: 99% 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 | 5,888,556 | 0 | 0 | 0 | For |
| Dimensional | 4,603,862 | 0 | 0 | 0 | For |
| BlackRock | 2,037,568 | 0 | 0 | 0 | For |
| Fidelity | 1,329,615 | 0 | 0 | 0 | For |
| SEI | 556,115 | 0 | 0 | 0 | For |
| New York Life | 483,924 | 0 | 0 | 0 | For |
| Federated Hermes | 414,835 | 0 | 0 | 0 | For |
| Charles Schwab | 406,234 | 0 | 0 | 0 | For |
| Goldman Sachs | 362,201 | 0 | 0 | 0 | For |
| VALUED ADVISERS TRUST | 306,555 | 0 | 0 | 0 | For |
| State Street | 258,234 | 0 | 0 | 0 | For |
| Nationwide | 155,423 | 0 | 0 | 0 | For |
| Prudential/PGIM | 151,300 | 0 | 0 | 0 | For |
| Equitable | 139,344 | 0 | 0 | 0 | For |
| TIAA | 115,374 | 0 | 0 | 0 | For |
| Thrivent | 104,301 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 103,230 | 0 | 0 | 0 | For |
| Victory Capital | 99,829 | 0 | 0 | 0 | For |
| WisdomTree | 92,206 | 0 | 0 | 0 | For |
| QUANTITATIVE MASTER SERIES LLC | 88,585 | 0 | 0 | 0 | For |
| Gabelli | 86,473 | 0 | 0 | 0 | For |
| Lincoln Financial | 79,231 | 0 | 0 | 0 | For |
| American Century | 54,853 | 0 | 0 | 0 | For |
| Invesco | 47,540 | 0 | 0 | 0 | For |
| BRANDES INVESTMENT TRUST | 44,690 | 0 | 0 | 0 | For |
Fund voting reports, all 65 managers: 18,509,282 for, 5,181 against, 6,345 unknown. Showing the 25 largest; see all in the interactive database.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Silver Lake Group, L.L.C. | 61,473,871 | 0 | 0 | 0 | For |
| THOMA BRAVO, L.P. | 50,020,387 | 0 | 0 | 0 | For |
| Voss Capital, LP | 3,174,575 | 0 | 0 | 0 | For |
| BlackRock | 1,887,885 | 0 | 0 | 0 | For |
| State Street | 1,258,933 | 0 | 0 | 0 | For |
| GEODE CAPITAL MANAGEMENT, LLC | 1,180,401 | 0 | 0 | 0 | For |
| Legal & General Investment Management Ltd | 0 | 1,152,408 | 0 | 0 | Against |
| Wellington | 991,917 | 0 | 0 | 0 | For |
| Lazard | 982,667 | 0 | 0 | 0 | For |
| Two Sigma | 872,348 | 0 | 0 | 0 | For |
| Prudential/PGIM | 668,900 | 0 | 0 | 0 | For |
| ARROWSTREET CAPITAL, LIMITED PARTNERSHIP | 651,796 | 0 | 0 | 0 | For |
| SEI | 619,161 | 0 | 0 | 0 | For |
| Dimensional | 568,029 | 0 | 0 | 0 | For |
| Federated Hermes | 525,541 | 0 | 0 | 0 | For |
| Northern Trust | 434,997 | 0 | 0 | 0 | For |
| Charles Schwab | 406,234 | 0 | 0 | 0 | For |
| AQR | 349,777 | 0 | 0 | 0 | For |
| BRANDES INVESTMENT PARTNERS, LP | 327,089 | 0 | 0 | 0 | For |
| Connor, Clark & Lunn Investment Management Ltd. | 320,044 | 0 | 0 | 0 | For |
| Renaissance | 287,682 | 0 | 0 | 0 | For |
| MELLON INVESTMENTS Corp | 208,320 | 0 | 0 | 0 | For |
| Clearline Capital LP | 200,113 | 0 | 0 | 0 | For |
| BALYASNY ASSET MANAGEMENT L.P. | 172,583 | 0 | 0 | 0 | For |
| Goldman Sachs | 166,636 | 0 | 0 | 0 | For |
Institutional-manager reports, all 140 managers: 130,033,637 for, 1,621,483 against, 93,735 abstained. Showing the 25 largest; see all in the interactive database.
Combines 5 wordings of this item as funds reported it.
98% Approved · of votes cast
Description as filed by funds: Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024.
SOLARWINDS CORP.’s own tally for this item (“2. Ratification of Appointment of Company's Independent Registered Public Accounting Firm The appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year e”): 158,423,462 for, 2,623,750 against — passed, per its Form 8-K filed May 24, 2024 (Item 5.07).
Reported outcome: Approved, in the filing’s own words: “Proposal Two: Ratification of Appointment of Company's Independent Registered Public Accounting Firm The appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024 was ratified by the stockholders, with votes…”
Support: 98% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
The 65 asset managers below reported 18,164,844 for, 321,686 against, 6,345 unknown.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 5,888,556 | 0 | 0 | 0 | For |
| Dimensional | 4,603,862 | 0 | 0 | 0 | For |
| BlackRock | 2,037,568 | 0 | 0 | 0 | For |
| Fidelity | 1,329,615 | 0 | 0 | 0 | For |
| SEI | 556,115 | 0 | 0 | 0 | For |
| New York Life | 483,924 | 0 | 0 | 0 | For |
| Federated Hermes | 414,835 | 0 | 0 | 0 | For |
| Charles Schwab | 406,234 | 0 | 0 | 0 | For |
| Goldman Sachs | 362,201 | 0 | 0 | 0 | For |
| VALUED ADVISERS TRUST | 0 | 306,555 | 0 | 0 | Against |
| State Street | 258,232 | 2 | 0 | 0 | For |
| Nationwide | 155,423 | 0 | 0 | 0 | For |
| Prudential/PGIM | 151,300 | 0 | 0 | 0 | For |
| Equitable | 139,344 | 0 | 0 | 0 | For |
| TIAA | 115,374 | 0 | 0 | 0 | For |
| Thrivent | 104,301 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 103,230 | 0 | 0 | 0 | For |
| Victory Capital | 99,829 | 0 | 0 | 0 | For |
| WisdomTree | 92,206 | 0 | 0 | 0 | For |
| QUANTITATIVE MASTER SERIES LLC | 88,585 | 0 | 0 | 0 | For |
| Gabelli | 86,473 | 0 | 0 | 0 | For |
| Lincoln Financial | 79,231 | 0 | 0 | 0 | For |
| American Century | 54,853 | 0 | 0 | 0 | For |
| Invesco | 47,540 | 0 | 0 | 0 | For |
| BRANDES INVESTMENT TRUST | 44,690 | 0 | 0 | 0 | For |
Showing the 25 largest of 65 asset managers. See all 65 in the interactive database.
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 168,161,987 shares outstanding at the time of that meeting.
| # | Asset manager | % of shares outstanding |
|---|---|---|
| 1 | Vanguard | 3.50% |
| 2 | Dimensional | 2.74% |
| 3 | BlackRock | 1.21% |
| 4 | Fidelity | 0.79% |
| 5 | SEI | 0.33% |
| 6 | New York Life | 0.29% |
| 7 | Federated Hermes | 0.25% |
| 8 | Charles Schwab | 0.24% |
| 9 | Goldman Sachs | 0.22% |
| 10 | VALUED ADVISERS TRUST | 0.18% |
| # | Asset manager | % of shares outstanding |
|---|---|---|
| 1 | Silver Lake Group, L.L.C. | 36.56% |
| 2 | THOMA BRAVO, L.P. | 29.75% |
| 3 | Voss Capital, LP | 1.89% |
| 4 | BlackRock | 1.12% |
| 5 | State Street | 0.75% |
| 6 | GEODE CAPITAL MANAGEMENT, LLC | 0.70% |
| 7 | Legal & General Investment Management Ltd | 0.69% |
| 8 | Wellington | 0.59% |
| 9 | Lazard | 0.58% |
| 10 | Two Sigma | 0.52% |
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 |
|---|---|---|
| Entities affiliated with Silver Lake | 36.56% | DEF14A |
| Thoma Bravo Funds | 29.79% | DEF14A |
| Dimensional Fund Advisors | 3.16% | 13F |
| State Street | 0.80% | 13F |
| Geode Capital | 0.70% | 13F |
| Sudhakar Ramakrishna | 0.67% | DEF14A |
| Wellington Management | 0.64% | 13F |
| J. Barton Kalsu | 0.41% | DEF14A |
| AQR Capital | 0.33% | 13F |
| Jason W. Bliss | 0.33% | DEF14A |
Percentages above are of 168,161,987 shares outstanding, as reported by SOLARWINDS CORP. on its Form 10-Q dated March 31, 2024 (see the filing on EDGAR). This is the count contemporaneous with the 2023-2024 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 SOLARWINDS CORP.’s 10-Q dated March 31, 2024. This page is a static snapshot rebuilt weekly on October 18, 2026; a live search always shows the current data.
At SOLARWINDS CORP.'s shareholder meeting held May 23, 2024, in the 2023-2024 proxy season, 182 asset managers reported how they voted on 5 ballot items in their SEC Form N-PX filings, covering 1,212 separate fund positions. On the most widely held item on that ballot — Non-binding advisory vote to approve the compensation of our named executive officers. — SOLARWINDS CORP.'s filing reports the proposal as approved, with 99% support 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). Source: SOLARWINDS CORP.'s Form 8-K, Item 5.07, filed with the U.S. Securities and Exchange Commission on May 24, 2024.
SOLARWINDS CORP. proxy season coverage: 2023-2024 (this page).
Download data (CSV): ballot items · votes by manager · column guide.