Home › Companies › SP PLUS CORP. › 2023-2024
Compiled from SEC Form N-PX filings and SP PLUS CORP.’s Form 8-K, filed February 12, 2024 (Item 5.07 on EDGAR). Page generated October 14, 2026.
Meeting of February 9, 2024: 3 items on SP PLUS CORP.’s Form 8-K, filed February 12, 2024: 2 approved · 1 without a stated outcome.
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 SP PLUS CORP. in the interactive database Compare manager voting policies
These tallies are SP PLUS CORP.’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K, filed February 12, 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. Proposal to adopt the Merger Agreement (the " Merger Agreement Proposal ") | 15,570,420 | 8,791 | 1,898 | -- | 0 | 99.9% | Approved | — |
| 2. Proposal to adjourn the Special Meeting, if necessary or appropriate, to permit solicitation of additional proxies if there were not sufficient votes to adopt the Merger Agreement at the time of the Special Meeting (the " Adjournment Proposal ") | 14,554,007 | 966,183 | 60,919 | -- | 0 | 94% | Approved | — |
| 3. Proposal to approve, on a non-binding, advisory basis, the compensation that will or may become payable by SP+ to its named executive officers in connection with the Merger and contemplated by the Merger Agreement (the " Merger Compensation Proposal ") | 5,985,963 | 9,382,444 | 212,702 | -- | 0 | 39% | Not verified | — |
Source: SP PLUS CORP., Form 8-K, filed with the SEC on February 12, 2024 — read the filing on EDGAR.
Each item below shows how the 210 asset managers that disclosed a SP PLUS 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. 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 SP PLUS CORP.’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 6 wordings of this item as funds reported it.
99.9% Approved · of votes cast
Description as filed by funds: To adopt the Agreement and Plan of Merger, dated October 4, 2023 (as it may be amended from time to time, the ''Merger Agreement''), by and among SP Plus Corporation (''SP+''), Metropolis Technologies, Inc. (''Parent''), and Schwinger Merger Sub Inc., a direct, wholly owned subsidiary of Parent (''Merger Sub''), pursuant to which Merger Sub will merge with and into SP+ (the ''Merger''), with SP+ surviving the Merger as a wholly owned subsidiary of Parent.
SP PLUS CORP.’s own tally for this item (“1. Proposal to adopt the Merger Agreement (the " Merger Agreement Proposal ")”): 15,570,420 for, 8,791 against — passed, per its Form 8-K filed February 12, 2024 (Item 5.07).
Reported outcome: Approved, in the filing’s own words: “The Merger Agreement Proposal was approved by SP+'s stockholders at the Special Meeting.”
Support: 99.9% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
The 73 asset managers below reported 6,150,124 for.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 1,021,838 | 0 | 0 | 0 | For |
| BlackRock | 756,238 | 0 | 0 | 0 | For |
| AMG Funds IV | 688,288 | 0 | 0 | 0 | For |
| Dimensional | 647,397 | 0 | 0 | 0 | For |
| Fidelity | 403,839 | 0 | 0 | 0 | For |
| Segall Bryant & Hamill Trust | 338,093 | 0 | 0 | 0 | For |
| Charles Schwab | 231,482 | 0 | 0 | 0 | For |
| MERGER FUND | 224,237 | 0 | 0 | 0 | For |
| WILLIAM BLAIR FUNDS | 176,974 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 144,502 | 0 | 0 | 0 | For |
| ARBITRAGE FUNDS | 127,471 | 0 | 0 | 0 | For |
| Dunham Funds | 124,008 | 0 | 0 | 0 | For |
| MERIDIAN FUND INC | 110,340 | 0 | 0 | 0 | For |
| Jackson National | 104,651 | 0 | 0 | 0 | For |
| GMO | 92,002 | 0 | 0 | 0 | For |
| Nationwide | 71,246 | 0 | 0 | 0 | For |
| TIAA | 69,470 | 0 | 0 | 0 | For |
| Equitable | 67,712 | 0 | 0 | 0 | For |
| New York Life | 58,617 | 0 | 0 | 0 | For |
| Invesco | 55,507 | 0 | 0 | 0 | For |
| RBB FUND, INC. | 49,539 | 0 | 0 | 0 | For |
| Guggenheim | 49,323 | 0 | 0 | 0 | For |
| SEI | 43,517 | 0 | 0 | 0 | For |
| Aristotle Funds Series Trust | 40,519 | 0 | 0 | 0 | For |
| Virtus | 37,154 | 0 | 0 | 0 | For |
Showing the 25 largest of 73 asset managers. See all 73 in the interactive database.
Combines 2 wordings of this item as funds reported it.
94% Approved · of votes cast
Description as filed by funds: TO APPROVE THE ADJOURNMENT OF THE SPECIAL MEETING OF STOCKHOLDERS, IF NECESSARY OR APPROPRIATE, TO PERMIT SOLICITATION OF ADDITIONAL PROXIES IF THERE ARE NOT SUFFICIENT VOTES TO ADOPT THE MERGER AGREEMENT AT THE TIME OF THE SPECIAL MEETING OF STOCKHOLDERS.
SP PLUS CORP.’s own tally for this item (“2. Proposal to adjourn the Special Meeting, if necessary or appropriate, to permit solicitation of additional proxies if there were not sufficient votes to adopt the Merger Agreement at the time of the Special Meeting (t”): 14,554,007 for, 966,183 against — passed, per its Form 8-K filed February 12, 2024 (Item 5.07).
Reported outcome: Approved, in the filing’s own words: “The Adjournment Proposal was approved by SP+'s stockholders at the Special Meeting; however, adjournment of the Special Meeting was not necessary because there was a quorum present and there were sufficient votes at the time of the Special Meeting to approve the Merger Agreement Proposal.”
Support: 94% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
The 73 asset managers below reported 5,723,501 for, 426,623 against.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 1,021,838 | 0 | 0 | 0 | For |
| BlackRock | 756,238 | 0 | 0 | 0 | For |
| AMG Funds IV | 688,288 | 0 | 0 | 0 | For |
| Dimensional | 647,397 | 0 | 0 | 0 | For |
| Fidelity | 3,748 | 400,091 | 0 | 0 | Against |
| Segall Bryant & Hamill Trust | 338,093 | 0 | 0 | 0 | For |
| Charles Schwab | 231,482 | 0 | 0 | 0 | For |
| MERGER FUND | 224,237 | 0 | 0 | 0 | For |
| WILLIAM BLAIR FUNDS | 176,974 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 144,502 | 0 | 0 | 0 | For |
| ARBITRAGE FUNDS | 127,471 | 0 | 0 | 0 | For |
| Dunham Funds | 124,008 | 0 | 0 | 0 | For |
| MERIDIAN FUND INC | 110,340 | 0 | 0 | 0 | For |
| Jackson National | 104,651 | 0 | 0 | 0 | For |
| GMO | 92,002 | 0 | 0 | 0 | For |
| Nationwide | 71,246 | 0 | 0 | 0 | For |
| TIAA | 69,470 | 0 | 0 | 0 | For |
| Equitable | 67,712 | 0 | 0 | 0 | For |
| New York Life | 58,617 | 0 | 0 | 0 | For |
| Invesco | 55,507 | 0 | 0 | 0 | For |
| RBB FUND, INC. | 49,539 | 0 | 0 | 0 | For |
| Guggenheim | 49,323 | 0 | 0 | 0 | For |
| SEI | 43,517 | 0 | 0 | 0 | For |
| Aristotle Funds Series Trust | 40,519 | 0 | 0 | 0 | For |
| Virtus | 37,154 | 0 | 0 | 0 | For |
Showing the 25 largest of 73 asset managers. See all 73 in the interactive database.
Combines 10 wordings of this item as funds reported it.
39% Majority: no · of votes cast
Description as filed by funds: To approve, on a non-binding, advisory basis, the compensation that will or may become payable by SP+ to its named executive officers in connection with the merger of Merger Sub with and into SP+ pursuant to the Merger Agreement.
SP PLUS CORP.’s own tally for this item (“3. Proposal to approve, on a non-binding, advisory basis, the compensation that will or may become payable by SP+ to its named executive officers in connection with the Merger and contemplated by the Merger Agreement (th”): 5,985,963 for, 9,382,444 against, per its Form 8-K filed February 12, 2024 (Item 5.07). FOR was not 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: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 39% 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 | 1,021,838 | 0 | 0 | 0 | For |
| BlackRock | 0 | 756,238 | 0 | 0 | Against |
| AMG Funds IV | 688,288 | 0 | 0 | 0 | For |
| Dimensional | 0 | 647,397 | 0 | 0 | Against |
| Fidelity | 0 | 403,839 | 0 | 0 | Against |
| Segall Bryant & Hamill Trust | 0 | 338,093 | 0 | 0 | Against |
| Charles Schwab | 0 | 231,482 | 0 | 0 | Against |
| MERGER FUND | 224,237 | 0 | 0 | 0 | For |
| WILLIAM BLAIR FUNDS | 0 | 176,974 | 0 | 0 | Against |
| Columbia Threadneedle | 0 | 144,502 | 0 | 0 | Against |
| ARBITRAGE FUNDS | 127,471 | 0 | 0 | 0 | For |
| Dunham Funds | 0 | 124,008 | 0 | 0 | Against |
| MERIDIAN FUND INC | 0 | 110,340 | 0 | 0 | Against |
| Jackson National | 20,413 | 84,238 | 0 | 0 | Mixed |
| GMO | 0 | 92,002 | 0 | 0 | Against |
| Nationwide | 0 | 71,246 | 0 | 0 | Against |
| TIAA | 0 | 69,470 | 0 | 0 | Against |
| Equitable | 12,000 | 55,712 | 0 | 0 | Mixed |
| New York Life | 0 | 58,617 | 0 | 0 | Against |
| Invesco | 0 | 55,507 | 0 | 0 | Against |
| RBB FUND, INC. | 49,539 | 0 | 0 | 0 | For |
| Guggenheim | 0 | 49,323 | 0 | 0 | Against |
| SEI | 0 | 43,517 | 0 | 0 | Against |
| Aristotle Funds Series Trust | 0 | 40,519 | 0 | 0 | Against |
| Virtus | 37,154 | 0 | 0 | 0 | For |
Fund voting reports, all 73 managers: 2,305,942 for, 3,836,555 against, 7,627 abstained. Showing the 25 largest; see all in the interactive database.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| River Road Asset Management, LLC | 1,168,830 | 0 | 0 | 0 | For |
| Magnetar Financial LLC | 0 | 963,337 | 0 | 0 | Against |
| SEGALL BRYANT & HAMILL, LLC | 0 | 637,492 | 0 | 0 | Against |
| BlackRock | 7,874 | 623,829 | 0 | 0 | Against |
| GEODE CAPITAL MANAGEMENT, LLC | 0 | 420,844 | 0 | 0 | Against |
| State Street | 386,310 | 6,745 | 0 | 0 | For |
| Aristotle Capital Boston, LLC | 0 | 362,919 | 0 | 0 | Against |
| WILLIAM BLAIR INVESTMENT MANAGEMENT, LLC | 0 | 331,427 | 0 | 0 | Against |
| AllianceBernstein | 0 | 301,963 | 0 | 0 | Against |
| Woodline Partners LP | 280,603 | 0 | 0 | 0 | For |
| Charles Schwab | 0 | 231,482 | 0 | 0 | Against |
| WATER ISLAND CAPITAL LLC | 205,554 | 0 | 0 | 0 | For |
| ArrowMark Colorado Holdings LLC | 0 | 167,262 | 0 | 0 | Against |
| WCM INVESTMENT MANAGEMENT, LLC | 0 | 162,655 | 0 | 0 | Against |
| Janus Henderson | 0 | 130,249 | 0 | 0 | Against |
| Gabelli | 126,900 | 0 | 0 | 0 | For |
| Renaissance | 0 | 106,408 | 0 | 0 | Against |
| MARSHALL WACE, LLP | 0 | 100,599 | 0 | 0 | Against |
| Yakira Capital Management, Inc. | 0 | 0 | 99,353 | 0 | Abstain |
| MELLON INVESTMENTS Corp | 0 | 93,414 | 0 | 0 | Against |
| RAYMOND JAMES & ASSOCIATES | 0 | 92,969 | 0 | 0 | Against |
| Northern Trust | 0 | 85,727 | 0 | 0 | Against |
| Dimensional | 0 | 82,411 | 0 | 0 | Against |
| AQR | 0 | 80,764 | 0 | 0 | Against |
| HighVista Strategies LLC | 78,900 | 0 | 0 | 0 | For |
Institutional-manager reports, all 150 managers: 2,486,379 for, 5,969,354 against, 125,168 abstained, 8,660 not voted, 1,310 1 year. Showing the 25 largest; see all in the interactive database.
21% of fund votes cast · no official result
The 5 asset managers below reported 72,538 for, 266,888 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 |
|---|---|---|---|---|---|
| Rock Point Advisors, LLC | 0 | 252,798 | 0 | 0 | Against |
| Uniplan Investment Counsel, Inc. | 70,488 | 0 | 0 | 0 | For |
| JPMorgan | 0 | 13,665 | 0 | 0 | Against |
| Coyle Financial Counsel LLC | 2,050 | 0 | 0 | 0 | For |
| Hanson & Doremus Investment Management | 0 | 425 | 0 | 0 | Against |
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 19,798,884 shares outstanding at the time of that meeting.
| # | Asset manager | % of shares outstanding |
|---|---|---|
| 1 | Vanguard | 5.16% |
| 2 | BlackRock | 3.82% |
| 3 | AMG Funds IV | 3.48% |
| 4 | Dimensional | 3.27% |
| 5 | Fidelity | 2.04% |
| 6 | Segall Bryant & Hamill Trust | 1.71% |
| 7 | Charles Schwab | 1.17% |
| 8 | MERGER FUND | 1.13% |
| 9 | WILLIAM BLAIR FUNDS | 0.89% |
| 10 | Columbia Threadneedle | 0.73% |
| # | Asset manager | % of shares outstanding |
|---|---|---|
| 1 | River Road Asset Management, LLC | 5.90% |
| 2 | Magnetar Financial LLC | 4.87% |
| 3 | SEGALL BRYANT & HAMILL, LLC | 3.22% |
| 4 | BlackRock | 3.19% |
| 5 | GEODE CAPITAL MANAGEMENT, LLC | 2.13% |
| 6 | State Street | 1.99% |
| 7 | Aristotle Capital Boston, LLC | 1.83% |
| 8 | WILLIAM BLAIR INVESTMENT MANAGEMENT, LLC | 1.67% |
| 9 | AllianceBernstein | 1.53% |
| 10 | Woodline Partners LP | 1.42% |
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 |
|---|---|---|
| The Vanguard Group | 5.44% | 13G |
| Millennium Management | 3.43% | 13F |
| Dimensional Fund Advisors | 3.31% | 13F |
| State Street | 2.29% | 13F |
| Geode Capital | 2.17% | 13F |
| Charles Schwab | 1.18% | 13F |
| Northern Trust | 1.14% | 13F |
| BNY Mellon | 0.37% | 13F |
| Renaissance Technologies | 0.33% | 13F |
| Nuveen | 0.29% | 13F |
Percentages above are of 19,798,884 shares outstanding, as reported by SP PLUS CORP. on its Form 10-K dated December 31, 2023 (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 SP PLUS CORP.’s 10-K dated December 31, 2023. This page is a static snapshot rebuilt weekly on October 14, 2026; a live search always shows the current data.
At SP PLUS CORP.'s shareholder meeting held February 9, 2024, in the 2023-2024 proxy season, 210 asset managers reported how they voted in their SEC Form N-PX filings, covering 788 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. On the most widely held item on that ballot — To approve, on a non-binding, advisory basis, the compensation that will or may become payable… — FOR was 39% 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), which is not more than half. Whether the item was approved is for the filing to say; that statement has not been read for this item. Source: SP PLUS CORP.'s Form 8-K, Item 5.07, filed with the U.S. Securities and Exchange Commission on February 12, 2024.
SP PLUS CORP. proxy season coverage: 2023-2024 (this page).
Download data (CSV): ballot items · votes by manager · column guide.