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TOAST INC. 2023-2024 Proxy Voting Records

Compiled from SEC Form N-PX filings and TOAST INC.’s Form 8-K, filed June 10, 2024 (Item 5.07 on EDGAR). Page generated October 18, 2026.

6Ballot items
459Asset managers
2,338Fund votes
June 6, 2024Meeting date

Results at a glance

Meeting of June 6, 2024: 6 items on TOAST INC.’s Form 8-K, filed June 10, 2024: 3 approved · 3 without a stated outcome.

Material dissent

4. Approval of an Amendment to our Amended and Restated Certificate of Incorporation to limit the liability of certain officers of the… 79% of votes cast Approved Under 80%

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 2025-2026

Explore TOAST INC. in the interactive database Compare manager voting policies

Official 2023-2024 meeting results reported by TOAST INC.

These tallies are TOAST INC.’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K, filed June 10, 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.

TOAST INC. — official shareholder meeting results, meeting held June 6, 2024
Ballot item	For	Against	Abstain	Withheld	Broker non-votes	Support (of votes cast)	Reported outcome	Voting standard
Elect Director: Stephen Fredette	1,340,939,003	--	--	24,615,473	66,445,793	98%	Not verified	—
Elect Director: Aman Narang	1,346,695,266	--	--	18,859,210	66,445,793	99%	Not verified	—
Elect Director: Deval L. Patrick	1,298,619,447	--	--	66,935,029	66,445,793	95%	Not verified	—
2. Ratification of Appointment of Independent Registered Public Accounting Firm	1,430,539,263	1,035,955	425,051	--	0	99.9%	Approved	—
3. Advisory Vote on Compensation of Named Executive Officers	1,322,219,594	42,867,144	467,738	--	66,445,793	97%	Approved	—
4. Approval of an Amendment to our Amended and Restated Certificate of Incorporation to limit the liability of certain officers of the Company as permitted by Delaware law	355,816,972	94,204,970	310,879	--	66,445,793	79%	Approved	—

Source: TOAST INC., Form 8-K, filed with the SEC on June 10, 2024 — read the filing on EDGAR.

How asset managers voted at the TOAST INC. 2023-2024 meeting

Each item below shows how the 459 asset managers that disclosed a TOAST 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.

1. Elect Director: Stephen Fredette

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 6 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%

FOR: 1,340,939,003WITHHELD: 24,615,473

Details: description as filed, official tally, votes by 98 asset managers

Description as filed by funds: Election of Directors: Stephen Fredette

TOAST INC.’s own tally for this item (“Elect Director: Stephen Fredette”): 1,340,939,003 for, 24,615,473 withheld, per its Form 8-K filed June 10, 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: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 98% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 98 asset managers below reported 134,547,035 for, 797,541 withheld.

FOR

FOR: 134,547,035WITHHOLD: 797,541

Largest asset managers voting on “Election of Directors: Stephen Fredette” at TOAST INC., 2023-2024
Asset manager	For	Withheld	Vote
Vanguard	35,951,213	0	For
Capital Group	25,570,162	0	For
T. Rowe Price	18,894,585	0	For
Fidelity	15,099,216	0	For
AMCAP FUND	5,205,222	0	For
Advisors' Inner Circle Fund II	4,970,000	0	For
BlackRock	3,316,975	0	For
MUTUAL FUND SERIES TRUST	3,223,053	0	For
INVESTMENT CO OF AMERICA	2,820,089	0	For
ARK ETF Trust	2,582,347	0	For
Charles Schwab	2,394,317	0	For
First Trust	2,239,443	0	For
Bridge Builder Trust	1,839,807	0	For
Federated Hermes	1,611,966	0	For
Virtus	1,547,852	0	For
Jackson National	1,321,343	8,378	For
TIAA	1,129,159	0	For
Amplify ETF Trust	570,256	0	For
Dimensional	0	454,335	Withhold
WisdomTree	427,186	0	For
Global X	415,008	0	For
Equitable	404,273	0	For
Voya	301,204	0	For
AMERICAN BEACON FUNDS	292,677	0	For
Nushares ETF Trust	287,077	0	For

Showing the 25 largest of 98 asset managers. See all 98 in the interactive database.

2. Elect Director: Aman Narang

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 5 wordings of this item as funds reported it.

99% Majority: yes · of votes cast

FOR 99%

FOR: 1,346,695,266WITHHELD: 18,859,210

Details: description as filed, official tally, votes by 98 asset managers

Description as filed by funds: Election of Directors: Aman Narang

TOAST INC.’s own tally for this item (“Elect Director: Aman Narang”): 1,346,695,266 for, 18,859,210 withheld, per its Form 8-K filed June 10, 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: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 99% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 98 asset managers below reported 134,716,206 for, 628,405 withheld.

FOR

FOR: 134,716,206WITHHOLD: 628,405

Largest asset managers voting on “Election of Directors: Aman Narang” at TOAST INC., 2023-2024
Asset manager	For	Withheld	Vote
Vanguard	35,951,213	0	For
Capital Group	25,570,162	0	For
T. Rowe Price	18,894,585	0	For
Fidelity	15,099,216	0	For
AMCAP FUND	5,205,222	0	For
Advisors' Inner Circle Fund II	4,970,000	0	For
BlackRock	3,316,975	0	For
MUTUAL FUND SERIES TRUST	3,223,053	0	For
INVESTMENT CO OF AMERICA	2,820,089	0	For
ARK ETF Trust	2,582,347	0	For
Charles Schwab	2,394,317	0	For
First Trust	2,239,443	0	For
Bridge Builder Trust	1,839,807	0	For
Federated Hermes	1,611,966	0	For
Virtus	1,547,852	0	For
Jackson National	1,321,343	8,378	For
TIAA	1,129,159	0	For
Amplify ETF Trust	570,256	0	For
Dimensional	0	454,335	Withhold
WisdomTree	427,186	0	For
Global X	415,008	0	For
Equitable	404,273	0	For
Voya	301,204	0	For
AMERICAN BEACON FUNDS	292,677	0	For
Nushares ETF Trust	287,077	0	For

Showing the 25 largest of 98 asset managers. See all 98 in the interactive database.

3. Elect Director: Deval L. Patrick

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 6 wordings of this item as funds reported it.

95% Majority: yes · of votes cast

FOR 95%

FOR: 1,298,619,447WITHHELD: 66,935,029

Details: description as filed, official tally, votes by 98 asset managers

Description as filed by funds: Election of Directors: Deval L. Patrick

TOAST INC.’s own tally for this item (“Elect Director: Deval L. Patrick”): 1,298,619,447 for, 66,935,029 withheld, per its Form 8-K filed June 10, 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: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 95% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 98 asset managers below reported 129,441,366 for, 2,956 against, 5,895,714 withheld, 4,557 abstained.

FOR

FOR: 129,441,366AGAINST: 2,956ABSTAIN: 4,557WITHHOLD: 5,895,714

Largest asset managers voting on “Election of Directors: Deval L. Patrick” at TOAST INC., 2023-2024
Asset manager	For	Withheld	Vote
Vanguard	35,145,550	805,663	For
Capital Group	25,570,162	0	For
T. Rowe Price	18,894,585	0	For
Fidelity	15,099,216	0	For
AMCAP FUND	5,205,222	0	For
Advisors' Inner Circle Fund II	4,970,000	0	For
BlackRock	3,316,975	0	For
MUTUAL FUND SERIES TRUST	3,223,053	0	For
INVESTMENT CO OF AMERICA	2,820,089	0	For
ARK ETF Trust	2,582,347	0	For
Charles Schwab	2,394,317	0	For
First Trust	0	2,239,443	Withhold
Bridge Builder Trust	1,602,215	237,592	Mixed
Federated Hermes	1,611,966	0	For
Virtus	1,547,852	0	For
Jackson National	1,123,635	206,086	Mixed
TIAA	1,129,159	0	For
Amplify ETF Trust	570,256	0	For
Dimensional	0	454,335	Withhold
WisdomTree	427,186	0	For
Global X	0	415,008	Withhold
Equitable	313,390	90,883	Mixed
Voya	0	301,204	Withhold
AMERICAN BEACON FUNDS	0	292,677	Withhold
Nushares ETF Trust	287,077	0	For

Showing the 25 largest of 98 asset managers. See all 98 in the interactive database.

4. 4. Approval of an Amendment to our Amended and Restated Certificate of Incorporation to limit the liability of certain…

Official resultSHAREHOLDER RIGHTS AND DEFENSESReported outcome: Approved

Combines 5 wordings of this item as funds reported it.

79% Approved · of votes cast

FOR 79%AGAINST

FOR: 355,816,972AGAINST: 94,204,970

Details: description as filed, official tally, votes by 98 asset managers

Description as filed by funds: TO APPROVE AN AMENDMENT TO OUR AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO LIMIT THE LIABILITY OF CERTAIN OFFICERS OF THE COMPANY AS PERMITTED BY DELAWARE LAW.

TOAST INC.’s own tally for this item (“4. Approval of an Amendment to our Amended and Restated Certificate of Incorporation to limit the liability of certain officers of the Company as permitted by Delaware law”): 355,816,972 for, 94,204,970 against — passed, per its Form 8-K filed June 10, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Proposal Four: Approval of an Amendment to our Amended and Restated Certificate of Incorporation to limit the liability of certain officers of the Company as permitted by Delaware law The Company's stockholders approved the Officer Exculpation Amendment.”
Support: 79% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 98 asset managers below reported 97,326,847 for, 38,017,695 against, 1 withheld.

FORAGAINST

FOR: 97,326,847AGAINST: 38,017,695WITHHOLD: 1

Largest asset managers voting on “TO APPROVE AN AMENDMENT TO OUR AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO LIMIT THE LIABILITY OF CER” at TOAST INC., 2023-2024
Asset manager	For	Against	Vote
Vanguard	35,145,550	805,663	For
Capital Group	25,570,162	0	For
T. Rowe Price	0	18,894,585	Against
Fidelity	10,067,172	5,032,044	Mixed
AMCAP FUND	5,205,222	0	For
Advisors' Inner Circle Fund II	4,970,000	0	For
BlackRock	3,316,975	0	For
MUTUAL FUND SERIES TRUST	0	3,223,053	Against
INVESTMENT CO OF AMERICA	2,820,089	0	For
ARK ETF Trust	2,582,347	0	For
Charles Schwab	2,394,317	0	For
First Trust	0	2,239,443	Against
Bridge Builder Trust	1,602,215	237,592	Mixed
Federated Hermes	1,611,966	0	For
Virtus	0	1,547,852	Against
Jackson National	373,000	956,721	Mixed
TIAA	0	1,129,159	Against
Amplify ETF Trust	570,256	0	For
Dimensional	0	454,335	Against
WisdomTree	0	427,186	Against
Global X	0	415,008	Against
Equitable	313,390	90,883	Mixed
Voya	0	301,204	Against
AMERICAN BEACON FUNDS	0	292,677	Against
Nushares ETF Trust	0	287,077	Against

Showing the 25 largest of 98 asset managers. See all 98 in the interactive database.

5. 3. Advisory Vote on Compensation of Named Executive Officers

Official result Fund totals may overlapSECTION 14A SAY-ON-PAY VOTESReported outcome: Approved

Combines 22 wordings of this item as funds reported it.

97% Approved · of votes cast

FOR 97%

FOR: 1,322,219,594AGAINST: 42,867,144

Details: description as filed, official tally, votes by 458 asset managers

Description as filed by funds: To approve, on an advisory (non- binding) basis, the compensation of our named executive officers.

TOAST INC.’s own tally for this item (“3. Advisory Vote on Compensation of Named Executive Officers”): 1,322,219,594 for, 42,867,144 against — passed, per its Form 8-K filed June 10, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Proposal Three: Advisory Vote on Compensation of Named Executive Officers The Company's stockholders approved, on an advisory, non-binding basis, the compensation of the Company's named executive officers for the fiscal year ended December 31, 2023, as disclosed in the Company's proxy statement for…”
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: 94 asset managers voting on “To approve, on an advisory (non- binding) basis, the compensation of our named executive officers.” at TOAST INC., 2023-2024
Asset manager	For	Against	Vote
Vanguard	35,951,213	0	For
Capital Group	0	25,570,162	Against
T. Rowe Price	18,894,585	0	For
Fidelity	15,099,216	0	For
AMCAP FUND	0	5,205,222	Against
Advisors' Inner Circle Fund II	4,970,000	0	For
BlackRock	3,316,975	0	For
MUTUAL FUND SERIES TRUST	3,223,053	0	For
INVESTMENT CO OF AMERICA	0	2,820,089	Against
ARK ETF Trust	2,582,347	0	For
Charles Schwab	2,394,317	0	For
First Trust	2,239,443	0	For
Bridge Builder Trust	1,839,807	0	For
Federated Hermes	1,611,966	0	For
Virtus	1,547,852	0	For
Jackson National	1,329,721	0	For
TIAA	1,129,159	0	For
Amplify ETF Trust	570,256	0	For
Dimensional	454,335	0	For
WisdomTree	427,186	0	For
Global X	415,008	0	For
Equitable	117,174	287,099	Mixed
Voya	301,204	0	For
AMERICAN BEACON FUNDS	292,677	0	For
Nushares ETF Trust	287,077	0	For

Fund voting reports, all 94 managers: 101,363,567 for, 33,978,523 against, 1 withheld. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports: 390 asset managers voting on “To approve, on an advisory (non- binding) basis, the compensation of our named executive officers.” at TOAST INC., 2023-2024
Asset manager	For	Against	Vote
12 West Capital Management LP	219,390,800	0	For
Capital Group	93	35,462,092	Against
T. Rowe Price	25,595,122	0	For
Man Group plc	0	17,734,670	Against
Durable Capital Partners LP	15,943,931	0	For
Technology Crossover Management X, Ltd.	15,016,908	0	For
Fidelity	13,253,271	0	For
BlackRock	10,311,351	0	For
Abdiel Capital Advisors, LP	10,050,701	0	For
GREENOAKS CAPITAL PARTNERS LLC	8,441,611	0	For
Dragoneer Investment Group, LLC	7,565,152	0	For
State Street	5,821,601	0	For
GENERATION INVESTMENT MANAGEMENT LLP	5,755,568	0	For
GEODE CAPITAL MANAGEMENT, LLC	5,555,397	0	For
XN LP	5,055,225	0	For
Nikko Asset Management Co., Ltd.	4,569,849	0	For
Whale Rock Capital Management LLC	3,199,474	0	For
Charles Schwab	2,404,492	0	For
HARBOURVEST PARTNERS LLC	2,282,878	0	For
Champlain Investment Partners, LLC	2,189,123	0	For
Granahan Investment Management, LLC	2,148,854	0	For
EDMOND DE ROTHSCHILD HOLDING S.A.	2,124,477	0	For
Meritage Group LP	1,738,994	0	For
Northern Trust	1,653,722	1,041	For
Federated Hermes	1,640,583	4,214	For

Institutional-manager reports, all 390 managers: 393,283,313 for, 58,015,192 against, 34,525 withheld, 42,928 abstained, 3,494 not voted, 179 unknown. Showing the 25 largest; see all in the interactive database.

6. 2. Ratification of Appointment of Independent Registered Public Accounting Firm

Official resultAUDIT-RELATEDReported outcome: Approved

Combines 6 wordings of this item as funds reported it.

99.9% Approved · of votes cast

FOR 99.9%

FOR: 1,430,539,263AGAINST: 1,035,955

Details: description as filed, official tally, votes by 98 asset managers

Description as filed by funds: RATIFICATION OF APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2024.

TOAST INC.’s own tally for this item (“2. Ratification of Appointment of Independent Registered Public Accounting Firm”): 1,430,539,263 for, 1,035,955 against — passed, per its Form 8-K filed June 10, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Proposal Two: Ratification of Appointment of Independent Registered Public Accounting Firm The Company's 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: 99.9% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 98 asset managers below reported 134,771,811 for, 572,747 against.

FOR

FOR: 134,771,811AGAINST: 572,747

Largest asset managers voting on “RATIFICATION OF APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE ” at TOAST INC., 2023-2024
Asset manager	For	Against	Vote
Vanguard	35,951,213	0	For
Capital Group	25,570,162	0	For
T. Rowe Price	18,894,585	0	For
Fidelity	15,099,216	0	For
AMCAP FUND	5,205,222	0	For
Advisors' Inner Circle Fund II	4,970,000	0	For
BlackRock	3,316,975	0	For
MUTUAL FUND SERIES TRUST	3,223,053	0	For
INVESTMENT CO OF AMERICA	2,820,089	0	For
ARK ETF Trust	2,582,347	0	For
Charles Schwab	2,394,317	0	For
First Trust	2,239,443	0	For
Bridge Builder Trust	1,839,807	0	For
Federated Hermes	1,611,966	0	For
Virtus	1,547,852	0	For
Jackson National	1,329,721	0	For
TIAA	1,129,159	0	For
Amplify ETF Trust	0	570,256	Against
Dimensional	454,335	0	For
WisdomTree	427,186	0	For
Global X	415,008	0	For
Equitable	404,273	0	For
Voya	301,204	0	For
AMERICAN BEACON FUNDS	292,677	0	For
Nushares ETF Trust	287,077	0	For

Showing the 25 largest of 98 asset managers. See all 98 in the interactive database.

Not shown here: this season’s fund filings also report 1 item from the meeting of June 13, 2025, which belongs to the 2024-2025 season. A meeting outside this season’s July 1 to June 30 window is not counted in this page’s items or in its totals of asset managers and fund votes.

Largest TOAST INC. shareholders voting in 2023-2024

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 547,000,000 shares outstanding at the time of that meeting.

Fund voting reports: top TOAST INC. shareholders by shares voted on “To approve, on an advisory (non- binding) basis, the compensation of our named executive…”, 2023-2024
#	Asset manager	% of shares outstanding
1	Vanguard	6.57%
2	Capital Group	4.67%
3	T. Rowe Price	3.45%
4	Fidelity	2.76%
5	AMCAP FUND	0.95%
6	Advisors' Inner Circle Fund II	0.91%
7	BlackRock	0.61%
8	MUTUAL FUND SERIES TRUST	0.59%
9	INVESTMENT CO OF AMERICA	0.52%
10	ARK ETF Trust	0.47%

Institutional-manager reports: top TOAST INC. shareholders by shares voted on “To approve, on an advisory (non- binding) basis, the compensation of our named executive…”, 2023-2024
#	Asset manager	% of shares outstanding
1	12 West Capital Management LP	40.11%
2	Capital Group	6.48%
3	T. Rowe Price	4.68%
4	Man Group plc	3.24%
5	Durable Capital Partners LP	2.91%
6	Technology Crossover Management X, Ltd.	2.75%
7	Fidelity	2.42%
8	BlackRock	1.89%
9	Abdiel Capital Advisors, LP	1.84%
10	GREENOAKS CAPITAL PARTNERS LLC	1.54%

Reported TOAST INC. holdings and ownership

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.

TOAST INC. holdings and ownership disclosed for the 2023-2024 proxy season
Holder	% outstanding	Disclosure
Vanguard Group	8.18%	13F
Capital International	6.02%	13F
FMR (Fidelity)	5.00%	13F
BlackRock	4.84%	13F
T. Rowe Price	3.57%	13F
JPMorgan Chase	1.81%	13F
Morgan Stanley	1.78%	13F
Bessemer Venture Partners IX, L.P.	1.78%	13G
Goldman Sachs	1.47%	13F
State Street	1.33%	13F

Percentages above are of 547,000,000 shares outstanding, as reported by TOAST INC. 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.

About this page

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 TOAST INC.’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 TOAST INC.'s shareholder meeting held June 6, 2024, in the 2023-2024 proxy season, 459 asset managers reported how they voted on 6 ballot items in their SEC Form N-PX filings, covering 2,338 separate fund positions. On the most widely held item on that ballot — To approve, on an advisory (non- binding) basis, the compensation of our named executive… — TOAST INC.'s filing reports the proposal as approved, with 97% 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: TOAST INC.'s Form 8-K, Item 5.07, filed with the U.S. Securities and Exchange Commission on June 10, 2024.

TOAST INC. proxy season coverage: 2023-2024 (this page) · 2024-2025 · 2025-2026.

Download data (CSV): ballot items · votes by manager · column guide.