ZUORA INC. 2024-2025 Proxy Voting Records

Description as filed by funds: To adopt the Agreement and Plan of Merger (as it may be amended, supplemented or modified from time to time, the "Merger Agreement"), dated as of October 17, 2024, by and among Zodiac Purchaser, L.L.C., Zodiac Acquisition Sub, Inc. and Zuora.

The 58 asset managers below reported 36,765,801 for, 130,516 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 58 asset managers. See all 58 in the interactive database.

Description as filed by funds: To adjourn the Special Meeting, from time to time, to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting.

ZUORA INC.’s own tally for this item (“3. (the " Adjournment Proposal ") was to consider and vote on the proposal to adjourn the Special Meeting, from time to time, to a later date or dates, if necessary or appropriate, to solicit additional proxies if there ”): 167,167,026 for, 10,386,943 against — passed, per its Form 8-K filed February 14, 2025 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Proposal 3: (the " Adjournment Proposal ") was to consider and vote on the proposal to adjourn the Special Meeting, from time to time, to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreemen”
Support: 94% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
Voting standard, as the filing states it: a majority of the shares outstanding (“majority of the voting power”).

The 58 asset managers below reported 33,302,701 for, 3,463,273 against, 130,516 abstained.

Showing the 25 largest of 58 asset managers. See all 58 in the interactive database.

Description as filed by funds: To approve, on a non-binding, advisory basis, the compensation that will or may become payable by Zuora to its named executive officers in connection with the merger of Zodiac Acquisition Sub, Inc., a wholly owned subsidiary of Zodiac Purchaser, L.L.C., with and into Zuora.

ZUORA INC.’s own tally for this item (“2. (the " Compensation Proposal ") was to consider and vote on the proposal to approve, on a non-binding, advisory basis, the compensation that will or may become payable by the Company to its named executive officers in”): 168,319,358 for, 6,301,743 against — passed, per its Form 8-K filed February 14, 2025 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “The Compensation Proposal was approved by the Company's stockholders at the Special Meeting.”
Support: 96% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
Voting standard, as the filing states it: a majority of the shares outstanding (“majority of the voting power”).

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 58 managers: 35,766,532 for, 1,077,337 against, 52,621 abstained. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports, all 172 managers: 43,687,192 for, 3,151,230 against, 10,116,666 abstained, 2,052 not voted. Showing the 25 largest; see all in the interactive database.

The 3 asset managers below reported 1,486,791 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.