Boardroom Alpha research · Proxy voting
The index funds of BlackRock (BLK) voted for Elon Musk's 2025 performance award at Tesla (TSLA), against executive pay at Alphabet (GOOGL), and against pay at Welltower (WELL) that included $821 million in reported pay for chief executive Shankh Mitra. They also often parted ways with BlackRock's actively managed funds: the two groups voted differently on 551 items at US companies over the year.
BlackRock’s 2026 Global Voting Spotlight is its account of how its index stewardship team voted for clients from July 2025 to June 2026. But we wanted to dig deeper into individual cases and see what stood out. So we scanned Boardroom Alpha’s Voting Intelligence database, and here’s what we found.
The votes that stand out
Tesla: yes to Musk's award, no to three directors
At Tesla's meeting in November 2025, BlackRock's index funds and its actively managed funds both voted for the company's 2025 performance award for Elon Musk. The index funds voted against three directors, Ira Ehrenpreis, Kathleen Wilson-Thompson and Joseph Gebbia. BlackRock's vote record ties each vote to the board's lack of independence: Ira Ehrenpreis and Kathleen Wilson-Thompson as members of the nominating committee, Joseph Gebbia as an incumbent director. All three kept their seats, with 65%, 78% and 87% support. BlackRock's active funds backed Joseph Gebbia. Both groups opposed a shareholder proposal asking Tesla to invest in Musk's xAI. It drew 43% support counting abstentions, which Tesla counts as votes against; more shares were voted for it than against.
Alphabet: index funds vote no on executive pay
BlackRock's index funds voted against Alphabet's executive pay in the say-on-pay vote at its June 2026 meeting; it passed with 81% support. BlackRock's vote record gives three reasons: disclosure on performance awards did not provide “sufficient evidence of rigor” in their goals or vesting terms; disclosure did not give a sufficient understanding of the link between performance-based pay and company performance; and pay was “not aligned with performance and peers.” The index funds also did not support director Robin L. Washington, who got 95%, citing the director's seat on the compensation committee and pay not properly aligned with performance or peers. BlackRock's active funds voted for both.
Welltower: index funds against executive pay and four directors
Welltower reported $821 million in pay for chief executive Shankh Mitra for 2025, 99% of it stock awards valued when granted. The say-on-pay vote drew 19% support. BlackRock's index funds voted against it, saying pay was “not aligned with performance and peers,” and did not support four compensation committee members, citing the same pay concern: Johnese Spisso, Ade J. Patton, Sergio Rivera and Kathryn M. Sullivan. Its active funds voted for the pay and all four directors.
Warner Bros. Discovery: a 16% pay vote
BlackRock's index funds voted against Warner Bros. Discovery's executive pay, saying pay was “not aligned with performance and peers.” The company reported pay of $165 million for David M. Zaslav for 2025. The say-on-pay vote drew 16% support at the June 2026 meeting. The index funds also did not support Paul A. Gould (48%), chair of the pay committee, which BlackRock said “has not responded to shareholder concerns” about pay. They did not support Anthony Noto (59%), citing the number of public company boards the director serves on.
Broadcom: the reverse of Alphabet
At Broadcom, BlackRock's index funds backed executive pay in the say-on-pay vote, while its active funds voted against it. Broadcom reported pay of $205 million for Hock E. Tan for 2025. The vote drew 66%. The index funds did not support director Harry L. You, who got 74%, citing the number of public company boards the director serves on. The active funds voted in favor.
Rivian: named in BlackRock's report
Rivian is one of about a dozen US companies BlackRock's report names. BlackRock's index funds voted against its executive pay; Rivian reported pay of $403 million for chief executive Robert J. Scaringe for 2025. BlackRock's report says that, in its assessment, executive compensation was “misaligned with company performance.” Its vote record adds that the incentive arrangements “do not support the long-term economic interests of shareholders.” The say-on-pay vote passed with 67%.
Well-known directors
BlackRock's index funds did not support Marc L. Andreessen at Meta (96% support), whom its active funds backed, or Peter Thiel at Palantir (87%), whom the active funds also did not support. For Peter Thiel, BlackRock's vote record says the board's chair is not independent and no lead independent director has been identified. They did not support Nikesh Arora at Uber (80%), Eric S. Yuan at ServiceNow (77%), John J. Zillmer at CSX (79%) or Ecolab (79%), or Wayne A. I. Frederick at Workday (85%) or Humana (83%). For each, the reason given is the number of public company boards the director serves on, which BlackRock said raises concerns about the director's availability.
Jabil: two directors lost majority support and stayed
At Jabil's meeting in January 2026, two directors failed to win a majority of votes cast: John C. Plant, with 16% support, and N. V. Tyagarajan, with 30%. Both BlackRock's index and active funds voted against both directors. For each, BlackRock's vote record cites a pattern of low meeting attendance or no disclosed reason for absences; for John C. Plant it adds the number of public company boards the director serves on. Under Jabil's bylaws each offered to resign. In April the board rejected both resignations, citing their attendance record before fiscal 2025, which it described as strong, their continued engagement and their experience.
Dell: index and active funds split on the move to Texas
BlackRock's index funds voted for Dell's move from Delaware to Texas; its active funds voted against. The index funds did not support director Ellen Kullman, whom the active funds backed. Ellen Kullman got 97%.
Two deals that failed
BlackRock's index funds voted against STAAR Surgical's sale to Alcon in January 2026; it drew 34% support and failed. They also voted against Core Scientific's merger with CoreWeave in October 2025, which failed with 8%.
Shareholder rights: some yes, some no
BlackRock's index funds backed shareholder proposals for simple-majority voting at Nvidia (87%) and ON Semiconductor (98%). They opposed 13 shareholder proposals that passed, among them: at HubSpot, to make it easier to call a special meeting (79%); at Snowflake, for majority voting in director elections (65%); at Americold, to let shareholders remove directors without cause (62%); and at Vertex, to let shareholders act by written consent (57%).
Two teams, two votes
BlackRock has one stewardship team for its index funds and another for its actively managed funds. They voted differently 551 times this year, most often on directors and pay. Some of the largest companies, by market value, where they split:
| Shareholder support | Company | Vote on | Index funds | Active funds |
|---|---|---|---|---|
| 81% | Alphabet (GOOGL) | Executive pay (say on pay) | Against | For |
| 7% | Meta Platforms (META) | Shareholder proposal: Privacy risks of AI chatbots | Against | For |
| 66% | Broadcom (AVGO) | Executive pay (say on pay) | For | Against |
| 25% | Tesla (TSLA) | Shareholder proposal: Drop the 3% ownership threshold for shareholder lawsuits | For | Against |
| 88% | Berkshire Hathaway (BRK.B) | Director: Charlotte Guyman | For | Did not support |
| 7% | Walmart (WMT) | Shareholder proposal: Workplace health and safety report | Against | For |
| 79% | Visa (V) | Director: William J. Ready | Did not support | For |
| 85% | Palantir Technologies (PLTR) | Director: Alexander D. Moore | For | Did not support |
Pay
By our count of the funds’ N-PX filings, BlackRock’s index funds voted against executive pay in the annual say-on-pay vote at 139 US companies. 17 of those votes failed, at 16 companies. These drew the least support from shareholders:
| Shareholder support | Company | Meeting | CEO | Reported CEO pay |
|---|---|---|---|---|
| 6% | Luminar Technologies (LAZRQ) | Jul 2025 | Austin Russell (former CEO) | $0.5M 2024 |
| 16% | Warner Bros. Discovery (WBD) | Jun 2026 | David M. Zaslav | $165.0M 2025 |
| 19% | Welltower (WELL) | May 2026 | Shankh Mitra | $821.1M 2025 |
| 20% | Ashford Hospitality Trust (AHT) | May 2026 | Stephen Zsigray | $5.0M 2025 |
| 30% | Snowflake (SNOW) | Jul 2025 | Sridhar Ramaswamy | $101.3M 2025 |
| 32% | Beyond Meat (BYND) | May 2026 | Ethan Brown | $29.8M 2025 |
| 38% | nLight (LASR) | Jun 2026 | Scott Keeney | $37.3M 2025 |
| 39% | Chemed (CHE) | May 2026 | K.J. McNamara | $12.9M 2025 |
| 39% | TG Therapeutics (TGTX) | Jun 2026 | Michael S. Weiss | $25.6M 2025 |
| 41% | Red Cat (RCAT) | Jun 2026 | Jeffrey Thompson | $6.8M 2025 |
| 41% | Arrowhead Pharmaceuticals (ARWR) | Mar 2026 | Christopher Anzalone | $9.0M 2025 |
| 41% | Element Solutions (ESI) | May 2026 | Benjamin H. Gliklich | $26.5M 2025 |
Reported pay is the total in the proxy that shareholders voted on, with stock awards at their value when granted.
Directors
By our count of the funds’ N-PX filings, BlackRock’s index funds did not support directors in 936 elections at 684 US companies (894 people), not counting proxy fights. Grouping the reasons in BlackRock’s published vote record for the 2025-26 proxy year, the most common were board independence and board composition:
“The Chair of the board is not independent and a lead independent director has not been identified.”
BlackRock on Andrea Cunningham, Trade Desk, May 2026. 33% support.
“Vote against director due to board composition being an outlier compared to market norms/standards.”
BlackRock on W. Robert Nichols III, Hilltop, Jul 2025. 40% support.
The directors it did not support who drew the least support overall:
| Shareholder support | Director | Company | Meeting | BlackRock's stated reason |
|---|---|---|---|---|
| 16% | John C. Plant | Jabil (JBL) | Jan 2026 | Number of public company boards; meeting attendance, or no disclosed reason for absences |
| 17% | Frederick J. Kleisner | Ashford Hospitality Trust (AHT) | May 2026 | Chairs a pay committee that has not responded to shareholder concerns; no disclosed response to a prior vote against directors |
| 24% | David W. Johnson | Ashford Hospitality Trust (AHT) | May 2026 | Meeting attendance, or no disclosed reason for absences |
| 27% | Carl E. Vogel | AMC Global Media (AMCX) | Jun 2026 | Pay practices or related disclosure |
| 27% | Srinivas Akkaraju | VTV Therapeutics (VTVT) | Jun 2026 | Number of public company boards |
| 27% | Raymond Cheong | VTV Therapeutics (VTVT) | Jun 2026 | Bylaw changes that reduce shareholder rights |
| 30% | Shirley Wang | Douglas Emmett (DEI) | May 2026 | Meeting attendance, or no disclosed reason for absences |
| 30% | N. V. Tyagarajan | Jabil (JBL) | Jan 2026 | Meeting attendance, or no disclosed reason for absences |
| 33% | Andrea Cunningham | Trade Desk (TTD) | May 2026 | Chair not independent and no lead independent director |
| 38% | Kapil Dhingra | Black Diamond Therapeutics (BDTX) | Jun 2026 | No disclosed response to a prior vote against directors |
Support is votes for as a share of votes cast, including withheld votes and abstentions. Leaves out companies where one holder controls the vote (Value Line: Arnold Bernhard & Co. controls about 92% of the shares).
Shareholder proposals
Of 422 shareholder proposals voted on at US companies, BlackRock’s index funds backed 27. 26 asked for more shareholder rights, such as simple-majority voting or electing every director each year. The other was the index funds’ only vote for an environmental or social proposal: a request that homebuilder NVR disclose its greenhouse gas emissions, filed by As You Sow. It got 47%. They voted against all 85 proposals filed by groups we classify as campaigning against corporate ESG policies, such as the National Center for Public Policy Research.
| Shareholder support | Company | Meeting | Proposal | Filed by |
|---|---|---|---|---|
| 98% | ON Semiconductor (ON) | May 2026 | Simple majority vote | John Chevedden |
| 94% | Starbucks (SBUX) | Mar 2026 | Simple majority vote | The Accountability Board |
| 93% | Palo Alto Networks (PANW) | Dec 2025 | Elect all directors every year | James McRitchie and Myra K. Young |
| 92% | Eagle Materials (EXP) | Aug 2025 | Elect all directors every year | K-Bar Holdings |
| 91% | Calix (CALX) | May 2026 | Simple majority vote | John Chevedden |
| 90% | Five Below (FIVE) | Jun 2026 | Simple majority vote | The Accountability Board Inc. |
| 87% | Norwegian Cruise Line Holdings (NCLH) | Jun 2026 | Elect all directors every year | The Accountability Board |
| 87% | Nvidia (NVDA) | Jun 2026 | Simple majority vote | John Chevedden |
| 80% | Penn Entertainment (PENN) | Jun 2026 | Elect all directors every year | Unite Here |
| 79% | OGE Energy (OGE) | May 2026 | Simple majority vote | John Chevedden |
| 74% | Fortune Brands Innovations (FBIN) | May 2026 | Elect all directors every year | John Chevedden |
| 71% | El Pollo Loco (LOCO) | May 2026 | Directors need a majority of votes to win | The Accountability Board |
Sources. BlackRock funds’ Form N-PX vote filings, company 8-K vote results and BlackRock’s published vote records (for its stated reasons); meetings July 1, 2025 – June 30, 2026, at US-headquartered companies. These figures are not a breakdown of the totals in BlackRock’s 2026 Global Voting Spotlight, which covers more markets and uses its own categories. Shareholder support is votes for as a share of all votes cast, including abstentions.
Boardroom Alpha is an independent research and analytics company and does not invest. This is not investment advice. Boardroom Alpha is not affiliated with BlackRock, which has not reviewed this article.