VITAL ENERGY INC. 2023-2024 Proxy Voting Records

Description as filed by funds: Election of Directors: Jarvis V. Hollingsworth

VITAL ENERGY INC.’s own tally for this item (“Elect Director: Jarvis V. Hollingsworth”): 25,606,808 for, 1,023,329 against, per its Form 8-K filed May 28, 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: 96% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 76 asset managers below reported 6,512,280 for, 382,189 against, 2,344 unknown.

Showing the 25 largest of 76 asset managers. See all 76 in the interactive database.

Description as filed by funds: Election of Directors: Lisa M. Lambert

VITAL ENERGY INC.’s own tally for this item (“Elect Director: Lisa M. Lambert”): 25,713,512 for, 918,950 against, per its Form 8-K filed May 28, 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: 97% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 76 asset managers below reported 6,645,968 for, 248,501 against, 2,344 unknown.

Showing the 25 largest of 76 asset managers. See all 76 in the interactive database.

Description as filed by funds: Election of Directors: Lori A. Lancaster

VITAL ENERGY INC.’s own tally for this item (“Elect Director: Lori A. Lancaster”): 26,127,644 for, 501,640 against, per its Form 8-K filed May 28, 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 + AGAINST); abstentions and broker non-votes are excluded.

The 76 asset managers below reported 6,892,989 for, 1,480 against, 2,344 unknown.

Showing the 25 largest of 76 asset managers. See all 76 in the interactive database.

Description as filed by funds: TO APPROVE AN AMENDMENT TO THE CERTIFICATE OF INCORPORATION TO ADOPT LIMITATIONS ON THE LIABILITY OF OFFICERS SIMILAR TO THOSE THAT EXIST FOR DIRECTORS.

VITAL ENERGY INC.’s own tally for this item (“10. Proposal to approve an amendment to the Certificate of Incorporation to adopt limitations on the liability of officers similar to those that already exist for directors”): 25,705,383 for, 892,190 against — failed, per its Form 8-K filed May 28, 2024 (Item 5.07). This item required more than a simple majority of votes cast — see the filing.

Reported outcome: Not approved, in the filing’s own words: “The proposal to approve an amendment to the Certificate of Incorporation to adopt limitations on the liability of officers similar to those that already exist for directors was not approved, as the affirmative vote of 75% in voting power of the outstanding voting stock of the Company was required f…”
Not approved: the filing states that this item needed more than a majority of the votes cast.
Support: 97% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 76 asset managers below reported 6,834,895 for, 59,574 against, 2,344 unknown.

Showing the 25 largest of 76 asset managers. See all 76 in the interactive database.

Description as filed by funds: To approve an amendment to the Company's Amended and Restated Certificate of Incorporation ("Certificate of Incorporation") to eliminate the supermajority voting requirements to amend the Certificate of Incorporation;

VITAL ENERGY INC.’s own tally for this item (“6. Proposal to approve an amendment to the Certificate of Incorporation to eliminate the supermajority voting requirements to amend the Certificate of Incorporation”): 26,241,051 for, 369,650 against — failed, per its Form 8-K filed May 28, 2024 (Item 5.07). This item required more than a simple majority of votes cast — see the filing.

Reported outcome: Not approved, in the filing’s own words: “The proposal to approve an amendment to the Certificate of Incorporation to eliminate the supermajority voting requirements to amend the Certificate of Incorporation was not approved, as the affirmative vote of 75% in voting power of the outstanding voting stock of the Company was required for appr…”
Not approved: the filing states that this item needed more than a majority of the votes cast.
Support: 99% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 76 asset managers below reported 6,894,469 for, 2,344 unknown.

Showing the 25 largest of 76 asset managers. See all 76 in the interactive database.

Description as filed by funds: To approve by majority vote amendments to the Certificate of incorporation to clarify and eliminate obsolete provisions;

VITAL ENERGY INC.’s own tally for this item (“8. Proposal to approve, by majority vote, amendments to the Certificate of Incorporation to clarify and eliminate obsolete provisions”): 29,848,377 for, 286,676 against — passed, per its Form 8-K filed May 28, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “The proposal to approve, by majority vote, amendments to the Certificate of Incorporation to clarify and eliminate obsolete provisions were approved.”
Support: 99.0% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 76 asset managers below reported 6,894,469 for, 2,344 unknown.

Showing the 25 largest of 76 asset managers. See all 76 in the interactive database.

Description as filed by funds: To approve by supermajority vote amendments to the Certificate of Incorporation to clarify and eliminate obsolete provisions; and

VITAL ENERGY INC.’s own tally for this item (“9. Proposal to approve, by supermajority vote, amendments to the Certificate of Incorporation to clarify and eliminate obsolete provisions”): 29,772,874 for, 393,182 against — passed, per its Form 8-K filed May 28, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “The proposal to approve, by supermajority vote, amendments to the Certificate of Incorporation to clarify and eliminate obsolete provisions were approved.”
Support: 99% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 76 asset managers below reported 6,894,469 for, 2,344 unknown.

Showing the 25 largest of 76 asset managers. See all 76 in the interactive database.

Description as filed by funds: To approve the issuance of the Conversion Shares;

VITAL ENERGY INC.’s own tally for this item (“7. Proposal to approve the issuance of shares of Common Stock upon conversion of the Company's 2.0% Cumulative Mandatorily Convertible Series A Preferred Stock”): 25,094,066 for, 664,924 against — passed, per its Form 8-K filed May 28, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “The proposal to approve the issuance of shares of Common Stock upon conversion of the Company's 2.0% Cumulative Mandatorily Convertible Series A Preferred Stock was approved.”
Support: 97% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 76 asset managers below reported 6,894,469 for, 2,344 unknown.

Showing the 25 largest of 76 asset managers. See all 76 in the interactive database.

Description as filed by funds: To approve an amendment to the Company's Amended and Restated Certificate of Incorporation to increase the number of authorized shares of the Company's Common Stock from 40,000,000 to 80,000,000 (the "Charter Amendment Proposal").

VITAL ENERGY INC.’s own tally for this item (“1. The Charter Proposal”): 15,824,963 for, 993,439 against — passed, per its Form 8-K filed November 21, 2023 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “The Charter Proposal was approved.”
Support: 94% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 73 asset managers below reported 6,316,524 for, 46,442 against, 1,018 unknown.

Showing the 25 largest of 73 asset managers. See all 73 in the interactive database.

Description as filed by funds: To approve the issuance of shares of the Company's Common Stock upon conversion of the Company's 2.0% Cumulative Mandatorily Convertible Series A Preferred Stock, for purposes of complying with Rule 312.03 of the New York Stock Exchange Listed Company Manual (the "Conversion Proposal").

VITAL ENERGY INC.’s own tally for this item (“2. Conversion Proposal”): 12,140,656 for, 224,613 against — passed, per its Form 8-K filed November 21, 2023 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Proposal 2: The Conversion Proposal was approved.”
Support: 98% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 73 asset managers below reported 6,316,524 for, 46,442 against, 1,018 unknown.

Showing the 25 largest of 73 asset managers. See all 73 in the interactive database.

Description as filed by funds: To approve one or more adjournments of the Special Meeting, if necessary or appropriate, to permit solicitation of additional votes if there are insufficient votes to approve the Charter Amendment Proposal or the Conversion Proposal (the "Adjournment Proposal").

The 71 asset managers below reported 5,592,392 for, 768,614 against, 1,018 unknown. 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.

Showing the 25 largest of 71 asset managers. See all 71 in the interactive database.

Description as filed by funds: To approve an amendment to the Company's Omnibus Equity Incentive Plan;

VITAL ENERGY INC.’s own tally for this item (“5. Proposal to approve the amendment and restatement of the Company's Omnibus Equity Incentive Plan”): 25,107,638 for, 1,495,962 against — passed, per its Form 8-K filed May 28, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “The proposal to approve the amendment and restatement of the Company's Omnibus Equity Incentive Plan was approved.”
Support: 94% 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, all 75 managers: 6,371,482 for, 522,937 against, 2,344 unknown. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports, all 2 managers: 878,740 for.

Description as filed by funds: Advisory vote to approve the compensation of our named executive officers;

VITAL ENERGY INC.’s own tally for this item (“3. Compensation of our named executive officers”): 25,601,106 for, 967,352 against — passed, per its Form 8-K filed May 28, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “The compensation of our named executive officers was approved on a non-binding, advisory basis.”
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, all 75 managers: 6,742,515 for, 151,904 against, 2,344 unknown. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports, all 196 managers: 8,208,411 for, 214,906 against, 169,176 abstained, 30,272 1 year. Showing the 25 largest; see all in the interactive database.

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). 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.

Fund voting reports, all 74 managers: 9,623 for, 6,180,886 1 year, 684,985 3 year, 2,344 unknown. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports, all 184 managers: 30,413 for, 5,807,216 1 year, 77,846 3 year, 30,999 2 year, 157 unknown. Showing the 25 largest; see all in the interactive database.

Description as filed by funds: To ratify the selection of Ernst & Young as the independent registered public accounting firm for the fiscal year ending December 31, 2024;

VITAL ENERGY INC.’s own tally for this item (“2. Proposal to ratify the selection of EY as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024”): 29,892,263 for, 327,844 against — passed, per its Form 8-K filed May 28, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “The proposal to ratify the selection of EY as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024 was approved.”
Support: 99% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 75 asset managers below reported 6,720,479 for, 155,065 against, 2,344 unknown.

Showing the 25 largest of 75 asset managers. See all 75 in the interactive database.