ZUORA INC. 2023-2024 Proxy Voting Records

Description as filed by funds: To elect Kenneth A. Goldman, Joseph Osnoss, and Tien Tzuo to serve as Class III directors until our 2027 annual meeting of stockholders and until such director's successor is duly elected and qualified or until his earlier death, resignation, disqualification or removal: Joseph Osnoss

The 52 asset managers below reported 25,754,690 for, 12,504,313 withheld, 3,832,567 abstained. 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 52 asset managers. See all 52 in the interactive database.

Description as filed by funds: To elect Kenneth A. Goldman, Joseph Osnoss, and Tien Tzuo to serve as Class III directors until our 2027 annual meeting of stockholders and until such director's successor is duly elected and qualified or until his earlier death, resignation, disqualification or removal: Kenneth A. Goldman

The 52 asset managers below reported 30,409,693 for, 7,874,636 withheld, 3,807,241 abstained. 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 52 asset managers. See all 52 in the interactive database.

Description as filed by funds: To elect Kenneth A. Goldman, Joseph Osnoss, and Tien Tzuo to serve as Class III directors until our 2027 annual meeting of stockholders and until such director's successor is duly elected and qualified or until his earlier death, resignation, disqualification or removal: Tien Tzuo

The 52 asset managers below reported 31,848,339 for, 6,613,327 withheld, 3,629,904 abstained. 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 52 asset managers. See all 52 in the interactive database.

Description as filed by funds: Elect Joseph H. Osnoss

ZUORA INC.’s own tally for this item (“Elect Director: Joseph Osnoss”): 130,716,098 for, 41,071,386 withheld, per its Form 8-K filed June 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: Elected, in the filing’s own words: “Proposal 1 : Zuora's stockholders elected Kenneth A. Goldman, Joseph Osnoss, and Tien Tzuo to serve as Class III directors on Zuora's Board of Directors until the 2027 annual meeting of stockholders and until each such director's successor is duly elected and qualified or until his earlier death, r…”
Support: 76% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 9 asset managers below reported 1,593,606 for, 822 withheld.

Description as filed by funds: Elect Kenneth A. Goldman

ZUORA INC.’s own tally for this item (“Elect Director: Kenneth A. Goldman”): 140,901,662 for, 30,885,822 withheld, per its Form 8-K filed June 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: Elected, in the filing’s own words: “Proposal 1 : Zuora's stockholders elected Kenneth A. Goldman, Joseph Osnoss, and Tien Tzuo to serve as Class III directors on Zuora's Board of Directors until the 2027 annual meeting of stockholders and until each such director's successor is duly elected and qualified or until his earlier death, r…”
Support: 82% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 9 asset managers below reported 1,594,428 for.

Description as filed by funds: Elect Tien Tzuo

ZUORA INC.’s own tally for this item (“Elect Director: Tien Tzuo”): 144,157,868 for, 27,629,616 withheld, per its Form 8-K filed June 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: Elected, in the filing’s own words: “Proposal 1 : Zuora's stockholders elected Kenneth A. Goldman, Joseph Osnoss, and Tien Tzuo to serve as Class III directors on Zuora's Board of Directors until the 2027 annual meeting of stockholders and until each such director's successor is duly elected and qualified or until his earlier death, r…”
Support: 84% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 9 asset managers below reported 1,593,929 for, 499 withheld.

Description as filed by funds: TO APPROVE THE AMENDMENT AND RESTATEMENT OF ZUORA'S RESTATED CERTIFICATE OF INCORPORATION TO PROVIDE FOR EXCULPATION OF CERTAIN OFFICERS OF ZUORA FROM PERSONAL LIABILITY UNDER CERTAIN CIRCUMSTANCES AS ALLOWED BY DELAWARE LAW.

ZUORA INC.’s own tally for this item (“Proposal 4: Zuora's stockholders approved the amendment and restatement of Zuora's Restated Certificate of Incorporation to provide for exculpation of certain officers of Zuora from personal liability under certain circu”): 166,743,512 for, 4,281,914 against — passed, per its Form 8-K filed June 28, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Proposal 4 : Zuora's stockholders approved the amendment and restatement of Zuora's Restated Certificate of Incorporation to provide for exculpation of certain officers of Zuora from personal liability under certain circumstances as allowed by Delaware law.”
Support: 97% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 61 asset managers below reported 43,289,205 for, 413,737 against.

Showing the 25 largest of 61 asset managers. See all 61 in the interactive database.

Description as filed by funds: To approve the issuance of the maximum number of shares of our Class A common stock upon (i) conversion of $400,000,000 aggregate principal amount of our 3.95% / 15.50% Convertible Senior PIK Toggle Notes due 2029 under the related indenture and (ii) exercise of warrants to acquire up to 7,500,000 shares of our Class A common stock.

ZUORA INC.’s own tally for this item (“Proposal 5: Zuora's stockholders approved the issuance of the maximum number of shares of Zuora's Class A common stock upon (i) conversion of $400,000,000 aggregate principal amount of our 3.95% / 5.50% Convertible Senio”): 167,803,909 for, 3,172,826 against — passed, per its Form 8-K filed June 28, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Proposal 5 : Zuora's stockholders approved the issuance of the maximum number of shares of Zuora's Class A common stock upon (i) conversion of $400,000,000 aggregate principal amount of our 3.95% / 5.50% Convertible Senior PIK Toggle Notes due 2029 under the related indenture and (ii) exercise of w…”
Support: 98% 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 61 managers: 43,221,801 for, 481,124 against. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports, all 1 managers: 1,090,045 for.

Description as filed by funds: To approve, on a non-binding advisory basis, the compensation paid by us to our named executive officers as disclosed in the proxy materials.

ZUORA INC.’s own tally for this item (“Proposal 3: Zuora's stockholders approved, on a non-binding advisory basis, the compensation paid by Zuora to its named executive officers, as disclosed in the Proxy Statement”): 120,802,597 for, 50,176,070 against — passed, per its Form 8-K filed June 28, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Proposal 3 : Zuora's stockholders approved, on a non-binding advisory basis, the compensation paid by Zuora to its named executive officers, as disclosed in the Proxy Statement.”
Support: 71% 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 61 managers: 21,334,569 for, 22,368,339 against. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports, all 180 managers: 13,256,215 for, 38,671,463 against, 100 withheld, 618,910 abstained, 506 not voted. Showing the 25 largest; see all in the interactive database.

Description as filed by funds: TO RATIFY THE APPOINTMENT OF KPMG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING JANUARY 31, 2025.

ZUORA INC.’s own tally for this item (“Proposal 2: Zuora's stockholders ratified the appointment of KPMG LLP as Zuora's independent registered public accounting firm for Zuora's fiscal year ending January 31, 2025”): 201,327,386 for, 1,128,302 against — passed, per its Form 8-K filed June 28, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Proposal 2 : Zuora's stockholders ratified the appointment of KPMG LLP as Zuora's independent registered public accounting firm for Zuora's fiscal year ending January 31, 2025.”
Support: 99.4% 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 61 managers: 43,702,391 for, 499 against. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports, all 1 managers: 1,090,045 for.