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Compiled from SEC Form N-PX filings and TRUECAR, INC.’s Form 8-K, filed December 23, 2025 (Item 5.07 on EDGAR). Page generated October 18, 2026.
Meeting of December 22, 2025: 3 items on TRUECAR, INC.’s Form 8-K, filed December 23, 2025: 2 approved · 1 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
Explore TRUECAR, INC. in the interactive database Compare manager voting policies
These tallies are TRUECAR, INC.’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K, filed December 23, 2025 (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. Merger Proposal: To approve and adopt the Merger Agreement pursuant to which, among other things, Merger Subsidiary will merge with and into the Company, with the Company surviving as a wholly-owned subsidiary of Parent (the "Merger Proposal") | 69,723,284 | 84,731 | 311,685 | -- | -- | 99.8% | Approved | a supermajority of the shares outstanding |
| 2. Advisory Compensation Proposal: To approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to the Company's named executive officers that is based on or otherwise relates to the Merger (the "Advisory Compensation Propo | 67,101,348 | 2,783,000 | 235,352 | -- | -- | 96% | Not verified | — |
| 3. Adjournment Proposal: To approve one or more adjournments of the Special Meeting, if necessary, to solicit additional proxies if a quorum is not present or there are not sufficient votes cast at the Special Meeting to approve the Merger Proposal (the "Adjou | 67,873,932 | 1,934,500 | 311,268 | -- | -- | 97% | Approved | — |
Source: TRUECAR, INC., Form 8-K, filed with the SEC on December 23, 2025 — read the filing on EDGAR.
Each item below shows how the 124 asset managers that disclosed a TRUECAR, 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 TRUECAR, 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.
99.8% Approved · of votes cast
Description as filed by funds: To approve and adopt the Agreement and Plan of Merger by and among TrueCar, Inc. (the "Company"), Fair Holdings, Inc. ("Parent") and Rapid Merger Subsidiary, Inc. ("Merger Subsidiary") pursuant to which, among other things, Merger Subsidiary will merge with and into the Company, with the Company surviving as a wholly-owned subsidiary of Parent (such merger, the "Merger" and such proposal, the "Merger Proposal").
TRUECAR, INC.’s own tally for this item (“1. Merger Proposal: To approve and adopt the Merger Agreement pursuant to which, among other things, Merger Subsidiary will merge with and into the Company, with the Company surviving as a wholly-owned subsidiary of Pare”): 69,723,284 for, 84,731 against — passed, per its Form 8-K filed December 23, 2025 (Item 5.07).
Reported outcome: Approved, in the filing’s own words: “Each of the proposals was approved by the requisite vote of the Company's stockholders.”
Support: 99.8% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
Voting standard, as the filing states it: a supermajority of the shares outstanding (“78.83% of the outstanding”).
The 44 asset managers below reported 12,265,382 for, 61,980 abstained.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 3,835,099 | 0 | 0 | 0 | For |
| BlackRock | 2,970,298 | 0 | 0 | 0 | For |
| Fidelity | 2,088,403 | 0 | 0 | 0 | For |
| Dimensional | 1,224,131 | 0 | 0 | 0 | For |
| Charles Schwab | 321,357 | 0 | 0 | 0 | For |
| Jacob Funds Inc. | 227,000 | 0 | 0 | 0 | For |
| Equitable | 150,254 | 0 | 61,980 | 0 | Mixed |
| TIAA | 204,785 | 0 | 0 | 0 | For |
| BRIDGEWAY FUNDS INC | 170,820 | 0 | 0 | 0 | For |
| QUANTITATIVE MASTER SERIES LLC | 144,542 | 0 | 0 | 0 | For |
| Goldman Sachs | 126,146 | 0 | 0 | 0 | For |
| ALTSHARES TRUST | 100,412 | 0 | 0 | 0 | For |
| Lincoln Financial | 81,266 | 0 | 0 | 0 | For |
| Bridge Builder Trust | 65,438 | 0 | 0 | 0 | For |
| Invesco | 62,940 | 0 | 0 | 0 | For |
| Northern Trust | 45,659 | 0 | 0 | 0 | For |
| AIG/SunAmerica | 40,947 | 0 | 0 | 0 | For |
| Pacific Life | 40,014 | 0 | 0 | 0 | For |
| John Hancock | 36,598 | 0 | 0 | 0 | For |
| Global X | 36,578 | 0 | 0 | 0 | For |
| Jackson National | 36,316 | 0 | 0 | 0 | For |
| Russell Investments | 32,533 | 0 | 0 | 0 | For |
| Nationwide | 30,695 | 0 | 0 | 0 | For |
| State Street | 28,256 | 0 | 0 | 0 | For |
| SEI | 22,900 | 0 | 0 | 0 | For |
Showing the 25 largest of 44 asset managers. See all 44 in the interactive database.
Combines 3 wordings of this item as funds reported it.
97% Approved · of votes cast
Description as filed by funds: To approve one or more adjournments of the Special Meeting, if necessary, to solicit additional proxies if a quorum is not present or there are not sufficient votes cast at the Special Meeting to approve the Merger Proposal (the "Adjournment Proposal").
TRUECAR, INC.’s own tally for this item (“3. Adjournment Proposal: To approve one or more adjournments of the Special Meeting, if necessary, to solicit additional proxies if a quorum is not present or there are not sufficient votes cast at the Special Meeting to”): 67,873,932 for, 1,934,500 against — passed, per its Form 8-K filed December 23, 2025 (Item 5.07).
Reported outcome: Approved, in the filing’s own words: “Proposal 3: Adjournment Proposal: To approve one or more adjournments of the Special Meeting, if necessary, to solicit additional proxies if a quorum is not present or there are not sufficient votes cast at the Special Meeting to approve the Merger Proposal (the "Adjournment Prop”
Support: 97% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
The 44 asset managers below reported 12,160,017 for, 105,365 against, 61,980 abstained.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 3,835,099 | 0 | 0 | 0 | For |
| BlackRock | 2,970,298 | 0 | 0 | 0 | For |
| Fidelity | 2,088,403 | 0 | 0 | 0 | For |
| Dimensional | 1,224,131 | 0 | 0 | 0 | For |
| Charles Schwab | 321,357 | 0 | 0 | 0 | For |
| Jacob Funds Inc. | 227,000 | 0 | 0 | 0 | For |
| Equitable | 150,254 | 0 | 61,980 | 0 | Mixed |
| TIAA | 204,785 | 0 | 0 | 0 | For |
| BRIDGEWAY FUNDS INC | 170,820 | 0 | 0 | 0 | For |
| QUANTITATIVE MASTER SERIES LLC | 144,542 | 0 | 0 | 0 | For |
| Goldman Sachs | 126,146 | 0 | 0 | 0 | For |
| ALTSHARES TRUST | 100,412 | 0 | 0 | 0 | For |
| Lincoln Financial | 17,766 | 63,500 | 0 | 0 | Mixed |
| Bridge Builder Trust | 65,438 | 0 | 0 | 0 | For |
| Invesco | 62,940 | 0 | 0 | 0 | For |
| Northern Trust | 45,659 | 0 | 0 | 0 | For |
| AIG/SunAmerica | 40,947 | 0 | 0 | 0 | For |
| Pacific Life | 40,014 | 0 | 0 | 0 | For |
| John Hancock | 36,598 | 0 | 0 | 0 | For |
| Global X | 36,578 | 0 | 0 | 0 | For |
| Jackson National | 36,316 | 0 | 0 | 0 | For |
| Russell Investments | 32,533 | 0 | 0 | 0 | For |
| Nationwide | 30,695 | 0 | 0 | 0 | For |
| State Street | 0 | 28,256 | 0 | 0 | Against |
| SEI | 22,900 | 0 | 0 | 0 | For |
Showing the 25 largest of 44 asset managers. See all 44 in the interactive database.
Combines 6 wordings of this item as funds reported it.
96% Majority: yes · of votes cast
Description as filed by funds: To approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to the Company's named executive officers that is based on or otherwise relates to the Merger (the "Advisory Compensation Proposal").
TRUECAR, INC.’s own tally for this item (“2. Advisory Compensation Proposal: To approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to the Company's named executive officers that is based on or otherwise relates to the ”): 67,101,348 for, 2,783,000 against, per its Form 8-K filed December 23, 2025 (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: 96% 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 | 3,835,099 | 0 | 0 | 0 | For |
| BlackRock | 2,970,298 | 0 | 0 | 0 | For |
| Fidelity | 2,088,403 | 0 | 0 | 0 | For |
| Dimensional | 1,224,131 | 0 | 0 | 0 | For |
| Charles Schwab | 321,357 | 0 | 0 | 0 | For |
| Jacob Funds Inc. | 227,000 | 0 | 0 | 0 | For |
| Equitable | 150,254 | 61,980 | 0 | 0 | Mixed |
| TIAA | 0 | 204,785 | 0 | 0 | Against |
| BRIDGEWAY FUNDS INC | 170,820 | 0 | 0 | 0 | For |
| QUANTITATIVE MASTER SERIES LLC | 144,542 | 0 | 0 | 0 | For |
| Goldman Sachs | 126,146 | 0 | 0 | 0 | For |
| ALTSHARES TRUST | 100,412 | 0 | 0 | 0 | For |
| Lincoln Financial | 81,266 | 0 | 0 | 0 | For |
| Bridge Builder Trust | 65,438 | 0 | 0 | 0 | For |
| Invesco | 62,940 | 0 | 0 | 0 | For |
| Northern Trust | 0 | 45,659 | 0 | 0 | Against |
| AIG/SunAmerica | 40,947 | 0 | 0 | 0 | For |
| Pacific Life | 40,014 | 0 | 0 | 0 | For |
| John Hancock | 36,598 | 0 | 0 | 0 | For |
| Global X | 36,578 | 0 | 0 | 0 | For |
| Jackson National | 36,316 | 0 | 0 | 0 | For |
| Russell Investments | 32,533 | 0 | 0 | 0 | For |
| Nationwide | 30,695 | 0 | 0 | 0 | For |
| State Street | 28,256 | 0 | 0 | 0 | For |
| SEI | 17,962 | 4,938 | 0 | 0 | Mixed |
Fund voting reports, all 44 managers: 11,989,490 for, 337,872 against. Showing the 25 largest; see all in the interactive database.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Caledonia (Private) Investments Pty Ltd | 15,649,142 | 0 | 0 | 0 | For |
| GLAZER CAPITAL, LLC | 4,770,931 | 0 | 0 | 0 | For |
| BlackRock | 3,151,873 | 0 | 0 | 0 | For |
| Whetstone Capital Advisors, LLC | 3,074,241 | 0 | 0 | 0 | For |
| ACADIAN ASSET MANAGEMENT LLC | 2,104,942 | 0 | 0 | 0 | For |
| Renaissance | 1,990,305 | 0 | 0 | 0 | For |
| GEODE CAPITAL MANAGEMENT, LLC | 1,877,382 | 0 | 0 | 0 | For |
| State Street | 1,659,623 | 1,165 | 0 | 0 | For |
| DE Shaw | 1,049,950 | 0 | 0 | 0 | For |
| Gabelli | 618,197 | 0 | 0 | 0 | For |
| Northern Trust | 19,350 | 503,552 | 0 | 0 | Against |
| Mill Road Capital Management LLC | 498,537 | 0 | 0 | 0 | For |
| ARROWSTREET CAPITAL, LIMITED PARTNERSHIP | 479,528 | 0 | 0 | 0 | For |
| Fidelity | 473,243 | 0 | 0 | 0 | For |
| T. Rowe Price | 439,355 | 0 | 0 | 0 | For |
| PARAMETRIC PORTFOLIO ASSOCIATES LLC | 401,952 | 0 | 0 | 0 | For |
| Dimensional | 352,374 | 0 | 0 | 0 | For |
| Charles Schwab | 321,974 | 0 | 0 | 0 | For |
| MELLON INVESTMENTS Corp | 308,357 | 0 | 0 | 0 | For |
| TUDOR INVESTMENT CORP ET AL | 259,682 | 0 | 0 | 0 | For |
| Olympiad Research LP | 257,543 | 0 | 0 | 0 | For |
| Nuveen | 0 | 207,689 | 0 | 0 | Against |
| BRIDGEWAY CAPITAL MANAGEMENT, LLC | 190,820 | 0 | 0 | 0 | For |
| Vanguard | 171,127 | 0 | 0 | 0 | For |
| AllianceBernstein | 0 | 105,090 | 0 | 0 | Against |
Institutional-manager reports, all 94 managers: 41,120,510 for, 961,668 against. Showing the 25 largest; see all in the interactive database.
100% of fund votes cast · no official result
The 2 asset managers below reported 32,116 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 |
|---|---|---|---|---|---|
| JPMorgan | 32,016 | 0 | 0 | 0 | For |
| ARS Investment Partners, LLC | 100 | 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 91,668,140 shares outstanding at the time of that meeting.
| # | Asset manager | % of shares outstanding |
|---|---|---|
| 1 | Vanguard | 4.18% |
| 2 | BlackRock | 3.24% |
| 3 | Fidelity | 2.28% |
| 4 | Dimensional | 1.34% |
| 5 | Charles Schwab | 0.35% |
| 6 | Jacob Funds Inc. | 0.25% |
| 7 | Equitable | 0.23% |
| 8 | TIAA | 0.22% |
| 9 | BRIDGEWAY FUNDS INC | 0.19% |
| 10 | QUANTITATIVE MASTER SERIES LLC | 0.16% |
| # | Asset manager | % of shares outstanding |
|---|---|---|
| 1 | Caledonia (Private) Investments Pty Ltd | 17.07% |
| 2 | GLAZER CAPITAL, LLC | 5.20% |
| 3 | BlackRock | 3.44% |
| 4 | Whetstone Capital Advisors, LLC | 3.35% |
| 5 | ACADIAN ASSET MANAGEMENT LLC | 2.30% |
| 6 | Renaissance | 2.17% |
| 7 | GEODE CAPITAL MANAGEMENT, LLC | 2.05% |
| 8 | State Street | 1.81% |
| 9 | DE Shaw | 1.15% |
| 10 | Gabelli | 0.67% |
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 |
|---|---|---|
| Caledonia (Private) Investments Pty Limited and Caledonia US, LP | 20.03% | DEF14A |
| United Services Automobile Association | 8.69% | DEF14A |
| BlackRock, Inc. | 8.17% | DEF14A |
| Cannell Capital LLC | 6.72% | DEF14A |
| AutoNation, Inc. | 5.86% | DEF14A |
| Glazer Capital, LLC | 4.15% | 13G |
| THE GOLDMAN SACHS GROUP, INC. | 2.07% | 13G |
| Jantoon E. Reigersman | 1.19% | DEF14A |
| Jeffrey J. Swart | 1.04% | DEF14A |
| Robert E. Buce | 0.64% | DEF14A |
Percentages above are of 91,668,140 shares outstanding, as reported by TRUECAR, INC. on its Form 10-Q dated May 1, 2024 (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 TRUECAR, INC.’s 10-Q dated May 1, 2024. This page is a static snapshot rebuilt weekly on October 18, 2026; a live search always shows the current data.
At TRUECAR, INC.'s shareholder meeting held December 22, 2025, in the 2025-2026 proxy season, 124 asset managers reported how they voted in their SEC Form N-PX filings, covering 448 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 may be paid or become… — FOR was 96% 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 more than half. Whether the item was approved is for the filing to say; that statement has not been read for this item. Source: TRUECAR, INC.'s Form 8-K, Item 5.07, filed with the U.S. Securities and Exchange Commission on December 23, 2025.
TRUECAR, INC. proxy season coverage: 2023-2024 · 2024-2025 · 2025-2026 (this page).
Download data (CSV): ballot items · votes by manager · column guide.