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TRUECAR, INC. 2025-2026 Proxy Voting Records

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.

  • 4Reported items
  • 124Asset managers
  • 448Fund votes
  • December 22, 2025Meeting date

Results at a glance

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.

Material dissent

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 2025-2026

Explore TRUECAR, INC. in the interactive database Compare manager voting policies

Official 2025-2026 meeting results reported by TRUECAR, INC.

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.

TRUECAR, INC. — official shareholder meeting results, meeting held December 22, 2025
Ballot itemForAgainst AbstainWithheldBroker non-votesSupport (of votes cast)Reported outcomeVoting 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") 69,723,28484,731311,685 ---- 99.8%Approveda 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 67,101,3482,783,000235,352 ---- 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 67,873,9321,934,500311,268 ---- 97%Approved—

Source: TRUECAR, INC., Form 8-K, filed with the SEC on December 23, 2025 — read the filing on EDGAR.

How asset managers voted at the TRUECAR, INC. 2025-2026 meeting

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.

1. 1. Merger Proposal: To approve and adopt the Merger Agreement pursuant to which, among other things, Merger Subsidiary…

Official resultEXTRAORDINARY TRANSACTIONSReported outcome: Approved

Combines 3 wordings of this item as funds reported it.

99.8% Approved · of votes cast

FOR 99.8%
FOR: 69,723,284AGAINST: 84,731
Details: description as filed, official tally, votes by 44 asset managers

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.

FOR
FOR: 12,265,382ABSTAIN: 61,980
Largest asset managers voting on “To approve and adopt the Agreement and Plan of Merger by and among TrueCar, Inc. (the "Company"), Fair Holding” at TRUECAR, INC., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard3,835,0990 00For
BlackRock2,970,2980 00For
Fidelity2,088,4030 00For
Dimensional1,224,1310 00For
Charles Schwab321,3570 00For
Jacob Funds Inc.227,0000 00For
Equitable150,2540 61,9800Mixed
TIAA204,7850 00For
BRIDGEWAY FUNDS INC170,8200 00For
QUANTITATIVE MASTER SERIES LLC144,5420 00For
Goldman Sachs126,1460 00For
ALTSHARES TRUST100,4120 00For
Lincoln Financial81,2660 00For
Bridge Builder Trust65,4380 00For
Invesco62,9400 00For
Northern Trust45,6590 00For
AIG/SunAmerica40,9470 00For
Pacific Life40,0140 00For
John Hancock36,5980 00For
Global X36,5780 00For
Jackson National36,3160 00For
Russell Investments32,5330 00For
Nationwide30,6950 00For
State Street28,2560 00For
SEI22,9000 00For

Showing the 25 largest of 44 asset managers. See all 44 in the interactive database.

2. 3. Adjournment Proposal: To approve one or more adjournments of the Special Meeting, if necessary, to solicit…

Official resultCORPORATE GOVERNANCEReported outcome: Approved

Combines 3 wordings of this item as funds reported it.

97% Approved · of votes cast

FOR 97%
FOR: 67,873,932AGAINST: 1,934,500
Details: description as filed, official tally, votes by 44 asset managers

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.

FOR
FOR: 12,160,017AGAINST: 105,365ABSTAIN: 61,980
Largest asset managers voting on “To approve one or more adjournments of the Special Meeting, if necessary, to solicit additional proxies if a q” at TRUECAR, INC., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard3,835,0990 00For
BlackRock2,970,2980 00For
Fidelity2,088,4030 00For
Dimensional1,224,1310 00For
Charles Schwab321,3570 00For
Jacob Funds Inc.227,0000 00For
Equitable150,2540 61,9800Mixed
TIAA204,7850 00For
BRIDGEWAY FUNDS INC170,8200 00For
QUANTITATIVE MASTER SERIES LLC144,5420 00For
Goldman Sachs126,1460 00For
ALTSHARES TRUST100,4120 00For
Lincoln Financial17,76663,500 00Mixed
Bridge Builder Trust65,4380 00For
Invesco62,9400 00For
Northern Trust45,6590 00For
AIG/SunAmerica40,9470 00For
Pacific Life40,0140 00For
John Hancock36,5980 00For
Global X36,5780 00For
Jackson National36,3160 00For
Russell Investments32,5330 00For
Nationwide30,6950 00For
State Street028,256 00Against
SEI22,9000 00For

Showing the 25 largest of 44 asset managers. See all 44 in the interactive database.

3. 2. Advisory Compensation Proposal: To approve, on a non-binding, advisory basis, the compensation that may be paid or…

Outcome not verifiedFund totals may overlapSECTION 14A SAY-ON-PAY VOTESReported outcome: Not verified

Combines 6 wordings of this item as funds reported it.

96% Majority: yes · of votes cast

FOR 96%
FOR: 67,101,348AGAINST: 2,783,000
Details: description as filed, official tally, votes by 122 asset managers

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).

Fund voting reports: 44 asset managers voting on “To approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to the Compa” at TRUECAR, INC., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard3,835,0990 00For
BlackRock2,970,2980 00For
Fidelity2,088,4030 00For
Dimensional1,224,1310 00For
Charles Schwab321,3570 00For
Jacob Funds Inc.227,0000 00For
Equitable150,25461,980 00Mixed
TIAA0204,785 00Against
BRIDGEWAY FUNDS INC170,8200 00For
QUANTITATIVE MASTER SERIES LLC144,5420 00For
Goldman Sachs126,1460 00For
ALTSHARES TRUST100,4120 00For
Lincoln Financial81,2660 00For
Bridge Builder Trust65,4380 00For
Invesco62,9400 00For
Northern Trust045,659 00Against
AIG/SunAmerica40,9470 00For
Pacific Life40,0140 00For
John Hancock36,5980 00For
Global X36,5780 00For
Jackson National36,3160 00For
Russell Investments32,5330 00For
Nationwide30,6950 00For
State Street28,2560 00For
SEI17,9624,938 00Mixed

Fund voting reports, all 44 managers: 11,989,490 for, 337,872 against. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports: 94 asset managers voting on “To approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to the Compa” at TRUECAR, INC., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Caledonia (Private) Investments Pty Ltd15,649,1420 00For
GLAZER CAPITAL, LLC4,770,9310 00For
BlackRock3,151,8730 00For
Whetstone Capital Advisors, LLC3,074,2410 00For
ACADIAN ASSET MANAGEMENT LLC2,104,9420 00For
Renaissance1,990,3050 00For
GEODE CAPITAL MANAGEMENT, LLC1,877,3820 00For
State Street1,659,6231,165 00For
DE Shaw1,049,9500 00For
Gabelli618,1970 00For
Northern Trust19,350503,552 00Against
Mill Road Capital Management LLC498,5370 00For
ARROWSTREET CAPITAL, LIMITED PARTNERSHIP479,5280 00For
Fidelity473,2430 00For
T. Rowe Price439,3550 00For
PARAMETRIC PORTFOLIO ASSOCIATES LLC401,9520 00For
Dimensional352,3740 00For
Charles Schwab321,9740 00For
MELLON INVESTMENTS Corp308,3570 00For
TUDOR INVESTMENT CORP ET AL259,6820 00For
Olympiad Research LP257,5430 00For
Nuveen0207,689 00Against
BRIDGEWAY CAPITAL MANAGEMENT, LLC190,8200 00For
Vanguard171,1270 00For
AllianceBernstein0105,090 00Against

Institutional-manager reports, all 94 managers: 41,120,510 for, 961,668 against. Showing the 25 largest; see all in the interactive database.

4. Advisory Vote on Golden Parachutes

No official matchSECTION 14A SAY-ON-PAY VOTES

100% of fund votes cast · no official result

FOR
Details: votes by 2 asset managers

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.

FOR: 32,116
Largest asset managers voting on “Advisory Vote on Golden Parachutes” at TRUECAR, INC., 2025-2026
Asset managerForAgainst AbstainWithheldVote
JPMorgan32,0160 00For
ARS Investment Partners, LLC1000 00For

Largest TRUECAR, INC. shareholders voting in 2025-2026

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.

Fund voting reports: top TRUECAR, INC. shareholders by shares voted on “To approve, on a non-binding, advisory basis, the compensation that may be paid or become…”, 2025-2026
#Asset manager % of shares outstanding
1Vanguard 4.18%
2BlackRock 3.24%
3Fidelity 2.28%
4Dimensional 1.34%
5Charles Schwab 0.35%
6Jacob Funds Inc. 0.25%
7Equitable 0.23%
8TIAA 0.22%
9BRIDGEWAY FUNDS INC 0.19%
10QUANTITATIVE MASTER SERIES LLC 0.16%
Institutional-manager reports: top TRUECAR, INC. shareholders by shares voted on “To approve, on a non-binding, advisory basis, the compensation that may be paid or become…”, 2025-2026
#Asset manager % of shares outstanding
1Caledonia (Private) Investments Pty Ltd 17.07%
2GLAZER CAPITAL, LLC 5.20%
3BlackRock 3.44%
4Whetstone Capital Advisors, LLC 3.35%
5ACADIAN ASSET MANAGEMENT LLC 2.30%
6Renaissance 2.17%
7GEODE CAPITAL MANAGEMENT, LLC 2.05%
8State Street 1.81%
9DE Shaw 1.15%
10Gabelli 0.67%

Reported TRUECAR, 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.

TRUECAR, INC. holdings and ownership disclosed for the 2025-2026 proxy season
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.

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 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.