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Compiled from SEC Form N-PX filings and Vital Energy, Inc.’s Form 8-K, filed December 12, 2025 (Item 5.07 on EDGAR). Page generated October 18, 2026.
Meeting of December 12, 2025: 2 items on Vital Energy, Inc.’s Form 8-K, filed December 12, 2025: 2 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
Explore Vital Energy, Inc. in the interactive database Compare manager voting policies
These tallies are Vital Energy, Inc.’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K, filed December 12, 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 | 26,111,925 | 242,604 | 265,150 | -- | -- | 99.0% | Not verified | — |
| 2. Advisory Compensation Proposal | 11,824,680 | 14,659,405 | 135,594 | -- | -- | 45% | Not verified | — |
Source: Vital Energy, Inc., Form 8-K, filed with the SEC on December 12, 2025 — read the filing on EDGAR.
Each item below shows how the 239 asset managers that disclosed a Vital Energy, 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 Vital Energy, 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 4 wordings of this item as funds reported it.
99.0% Majority: yes · of votes cast
Description as filed by funds: a proposal to adopt that certain Agreement and Plan of Merger, dated August 24, 2025, by and among Crescent Energy Company ("Crescent"), Venus Merger Sub I Inc., Venus Merger Sub II LLC and Vital (the "Merger Agreement"), as may be amended, modified or supplemented from time to time, whereby, upon the terms and subject to the conditions set forth therein, Vital will be acquired by Crescent pursuant to a series of mergers (the "Mergers," and such proposal, the "Vital Merger Proposal").
Vital Energy, Inc.’s own tally for this item (“1. Merger Proposal”): 26,111,925 for, 242,604 against, per its Form 8-K filed December 12, 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: 99.0% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
The 65 asset managers below reported 9,039,815 for, 201,797 abstained.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| BlackRock | 2,241,944 | 0 | 0 | 0 | For |
| Vanguard | 1,983,694 | 0 | 0 | 0 | For |
| State Street | 890,402 | 0 | 0 | 0 | For |
| American Century | 879,982 | 0 | 0 | 0 | For |
| Charles Schwab | 836,593 | 0 | 0 | 0 | For |
| Dimensional | 316,027 | 0 | 0 | 0 | For |
| First Trust | 229,650 | 0 | 0 | 0 | For |
| HOTCHKIS & WILEY FUNDS /DE/ | 202,400 | 0 | 0 | 0 | For |
| EA Series Trust | 0 | 0 | 148,551 | 0 | Abstain |
| New York Life | 144,280 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 143,517 | 0 | 0 | 0 | For |
| Principal | 141,116 | 0 | 0 | 0 | For |
| Invesco | 122,211 | 0 | 0 | 0 | For |
| Fidelity | 103,536 | 0 | 0 | 0 | For |
| Virtus | 78,869 | 0 | 0 | 0 | For |
| Bridge Builder Trust | 70,950 | 0 | 0 | 0 | For |
| Jackson National | 62,318 | 0 | 0 | 0 | For |
| Equitable | 43,735 | 0 | 16,060 | 0 | Mixed |
| QUANTITATIVE MASTER SERIES LLC | 47,998 | 0 | 0 | 0 | For |
| Lincoln Financial | 46,612 | 0 | 0 | 0 | For |
| TIAA | 40,089 | 0 | 0 | 0 | For |
| Prudential/PGIM | 37,231 | 0 | 0 | 0 | For |
| ALTSHARES TRUST | 0 | 0 | 37,186 | 0 | Abstain |
| Russell Investments | 34,593 | 0 | 0 | 0 | For |
| Pacific Life | 34,582 | 0 | 0 | 0 | For |
Showing the 25 largest of 65 asset managers. See all 65 in the interactive database.
100% of fund votes cast · no official result
The 2 asset managers below reported 74,685 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 |
|---|---|---|---|---|---|
| Empower | 72,066 | 0 | 0 | 0 | For |
| CLEARWATER INVESTMENT TRUST | 2,619 | 0 | 0 | 0 | For |
Combines 5 wordings of this item as funds reported it.
62% Fund and manager reports combined; may count the same shares twice · no official result
Description as filed by funds: a proposal to approve, on a non- binding, advisory basis, certain compensation that may be paid or become payable to Vital's named executive officers that is based on or otherwise relates to the Mergers (the "Vital Advisory Compensation Proposal").
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.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| BlackRock | 44,509 | 2,197,435 | 0 | 0 | Against |
| Vanguard | 1,977,123 | 6,572 | 0 | 0 | For |
| State Street | 888,921 | 1,481 | 0 | 0 | For |
| American Century | 0 | 879,982 | 0 | 0 | Against |
| Charles Schwab | 836,593 | 0 | 0 | 0 | For |
| Dimensional | 0 | 316,027 | 0 | 0 | Against |
| First Trust | 229,650 | 0 | 0 | 0 | For |
| HOTCHKIS & WILEY FUNDS /DE/ | 202,400 | 0 | 0 | 0 | For |
| EA Series Trust | 0 | 148,551 | 0 | 0 | Against |
| New York Life | 144,280 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 143,517 | 0 | 0 | 0 | For |
| Principal | 141,116 | 0 | 0 | 0 | For |
| Invesco | 122,211 | 0 | 0 | 0 | For |
| Fidelity | 62,461 | 41,075 | 0 | 0 | Mixed |
| Virtus | 78,869 | 0 | 0 | 0 | For |
| Bridge Builder Trust | 57,356 | 13,594 | 0 | 0 | Mixed |
| Jackson National | 56,357 | 5,961 | 0 | 0 | Mixed |
| Equitable | 0 | 59,795 | 0 | 0 | Against |
| QUANTITATIVE MASTER SERIES LLC | 0 | 47,998 | 0 | 0 | Against |
| Lincoln Financial | 44,024 | 2,588 | 0 | 0 | Mixed |
| TIAA | 0 | 40,089 | 0 | 0 | Against |
| Prudential/PGIM | 32,831 | 4,400 | 0 | 0 | Mixed |
| ALTSHARES TRUST | 0 | 0 | 37,186 | 0 | Abstain |
| Russell Investments | 0 | 34,593 | 0 | 0 | Against |
| Pacific Life | 0 | 34,582 | 0 | 0 | Against |
Fund voting reports, all 61 managers: 5,294,326 for, 3,906,416 against, 38,186 abstained. Showing the 25 largest; see all in the interactive database.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| State Street | 1,431,038 | 1,846 | 0 | 0 | For |
| BlackRock | 194,029 | 949,053 | 0 | 0 | Mixed |
| American Century | 0 | 921,655 | 0 | 0 | Against |
| Charles Schwab | 866,469 | 0 | 0 | 0 | For |
| HOTCHKIS & WILEY CAPITAL MANAGEMENT LLC | 629,601 | 0 | 0 | 0 | For |
| PARAMETRIC PORTFOLIO ASSOCIATES LLC | 301,725 | 0 | 0 | 0 | For |
| Northern Trust | 19,057 | 227,964 | 0 | 0 | Mixed |
| Dana Investment Advisors, Inc. | 225,041 | 0 | 0 | 0 | For |
| Citadel | 158,672 | 0 | 0 | 0 | For |
| Victory Capital | 148,439 | 0 | 0 | 0 | For |
| Invesco | 139,293 | 0 | 0 | 0 | For |
| PRINCIPAL GLOBAL INVESTORS | 138,871 | 0 | 0 | 0 | For |
| MELLON INVESTMENTS Corp | 129,859 | 0 | 0 | 0 | For |
| Two Sigma | 120,331 | 0 | 0 | 0 | For |
| PUBLIC SECTOR PENSION INVESTMENT BOARD | 117,091 | 0 | 0 | 0 | For |
| Vanguard | 105,863 | 0 | 0 | 0 | For |
| Dimensional | 0 | 78,913 | 0 | 0 | Against |
| GEODE CAPITAL MANAGEMENT, LLC | 70,457 | 0 | 0 | 0 | For |
| Goldman Sachs | 67,669 | 0 | 0 | 0 | For |
| Asset Management One Co., Ltd. | 61,230 | 0 | 0 | 0 | For |
| T. Rowe Price | 0 | 58,972 | 0 | 0 | Against |
| AQR | 49,763 | 0 | 0 | 0 | For |
| Legal & General Investment Management America Inc | 0 | 47,235 | 0 | 0 | Against |
| VALUEWORKS LLC | 46,800 | 0 | 0 | 0 | For |
| Nuveen | 0 | 45,391 | 0 | 0 | Against |
Institutional-manager reports, all 186 managers: 5,557,020 for, 2,676,604 against, 37,186 abstained, 7,080 not voted. Showing the 25 largest; see all in the interactive database.
98% Fund and manager reports combined; may count the same shares twice · no official result
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.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Empower | 72,066 | 0 | 0 | 0 | For |
| CLEARWATER INVESTMENT TRUST | 2,619 | 0 | 0 | 0 | For |
Fund voting reports, all 2 managers: 74,685 for.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| APG Asset Management US Inc. | 0 | 1,820 | 0 | 0 | Against |
| TD Waterhouse Canada Inc. | 50 | 0 | 0 | 0 | For |
| Coyle Financial Counsel LLC | 37 | 0 | 0 | 0 | For |
Institutional-manager reports, all 3 managers: 87 for, 1,820 against.
0% Fund and manager reports combined; may count the same shares twice · no official result
Description as filed by funds: A PROPOSAL TO APPROVE, ON A NON-BINDING, ADVISORY BASIS, CERTAIN COMPENSATION THAT MAY BE PAID OR BECOME PAYABLE TO VITAL'S NAMED EXECUTIVE OFFICERS THAT IS BASED ON OR OTHERWISE RELATES TO THE MERGERS (THE VITAL ADVISORY COMPENSATION PROPOSAL"). "
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.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Advisors' Inner Circle Fund III | 0 | 140 | 0 | 0 | Against |
| RBB Fund Trust | 0 | 4 | 0 | 0 | Against |
Fund voting reports, all 2 managers: 144 against.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| L2 Asset Management, LLC | 0 | 140 | 0 | 0 | Against |
Institutional-manager reports, all 1 managers: 140 against.
Combines 3 wordings of this item as funds reported it.
45% Majority: no · of votes cast
Description as filed by funds: Aproposal to approve, on a non-binding, advisory basis, certain compensation that may be paid or become payable to Vitals named executive officers that is based on or otherwise relates to the Mergers.
Vital Energy, Inc.’s own tally for this item (“2. Advisory Compensation Proposal”): 11,824,680 for, 14,659,405 against, per its Form 8-K filed December 12, 2025 (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: 45% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
The 3 asset managers below reported 277,485 for, 16 against.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| ALPINE ASSOCIATES MANAGEMENT INC. | 277,485 | 0 | 0 | 0 | For |
| Empower | 0 | 15 | 0 | 0 | Against |
| WHITEBOX ADVISORS LLC | 0 | 1 | 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 38,701,810 shares outstanding at the time of that meeting.
| # | Asset manager | % of shares outstanding |
|---|---|---|
| 1 | BlackRock | 5.79% |
| 2 | Vanguard | 5.13% |
| 3 | State Street | 2.30% |
| 4 | American Century | 2.27% |
| 5 | Charles Schwab | 2.16% |
| 6 | Dimensional | 0.82% |
| 7 | First Trust | 0.59% |
| 8 | HOTCHKIS & WILEY FUNDS /DE/ | 0.52% |
| 9 | EA Series Trust | 0.38% |
| 10 | New York Life | 0.37% |
| # | Asset manager | % of shares outstanding |
|---|---|---|
| 1 | State Street | 3.70% |
| 2 | BlackRock | 2.95% |
| 3 | American Century | 2.38% |
| 4 | Charles Schwab | 2.24% |
| 5 | HOTCHKIS & WILEY CAPITAL MANAGEMENT LLC | 1.63% |
| 6 | PARAMETRIC PORTFOLIO ASSOCIATES LLC | 0.78% |
| 7 | Northern Trust | 0.64% |
| 8 | Dana Investment Advisors, Inc. | 0.58% |
| 9 | Citadel | 0.41% |
| 10 | Victory Capital | 0.38% |
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 |
|---|---|---|
| Richard D. Campbell | 20.43% | DEF14A |
| BlackRock, Inc. | 12.36% | DEF14A |
| Westwood Management Corp. | 5.41% | DEF14A |
| Jason Pigott | 0.64% | DEF14A |
| Bryan Lemmerman | 0.25% | DEF14A |
| Katie Hill | 0.12% | DEF14A |
| Mark Denny | 0.11% | DEF14A |
| Edmund P. Segner, III | 0.07% | DEF14A |
| William E. Albrecht | 0.06% | DEF14A |
| Frances Powell Hawes | 0.06% | DEF14A |
Percentages above are of 38,701,810 shares outstanding, as reported by Vital Energy, Inc. on its Form 10-Q dated March 31, 2025 (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 Vital Energy, Inc.’s 10-Q dated March 31, 2025. This page is a static snapshot rebuilt weekly on October 18, 2026; a live search always shows the current data.
At Vital Energy, Inc.'s shareholder meeting held December 12, 2025, in the 2025-2026 proxy season, 239 asset managers reported how they voted in their SEC Form N-PX filings, covering 650 separate fund positions. Their filings are grouped here into 6 reported items; because filers word the same ballot item differently, that can be more than the number of items on the ballot. Vital Energy, Inc.'s own Form 8-K tally for this meeting is published below, but no row in it could be matched to the most widely held item, so this page states no certified outcome for that item. On that item — a proposal to approve, on a non- binding, advisory basis, certain compensation that may be paid… — the reporting funds and managers cast 62% of the shares they voted in favour (FOR divided by FOR plus AGAINST plus WITHHELD; abstained and unvoted shares are excluded because neither took a side). Fund and manager reports are combined in it and may count the same shares twice: it adds fund reports to institutional-manager reports, which can cover the same shares. It is not the company's certified result.
Vital Energy, Inc. proxy season coverage: 2023-2024 · 2024-2025 · 2025-2026 (this page).
Download data (CSV): ballot items · votes by manager · column guide.