UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM N-PX ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT COMPANIES INVESTMENT COMPANY ACT FILE NUMBER: 811-07443 NAME OF REGISTRANT: VANGUARD WHITEHALL FUNDS ADDRESS OF REGISTRANT: PO BOX 2600, VALLEY FORGE, PA 19482 NAME AND ADDRESS OF AGENT FOR SERVICE: ANNE E. ROBINSON PO BOX 876 VALLEY FORGE, PA 19482 REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (610) 669-1000 DATE OF FISCAL YEAR END: OCTOBER 31 DATE OF REPORTING PERIOD: JULY 1, 2021 - JUNE 30, 2022 ******************************* FORM N-Px REPORT ****************************** ICA File Number: 81107443K Reporting Period: 07/01/2021 - 06/30/2022 VANGUARD WHITEHALL FUNDS Each investment advisor's votes cast are shown separately below. Sections without an investment advisor listed reflect votes cast at the discretion of the Fund. The votes reported do not reflect any votes cast pursuant to a regulatory requirement. ========== VANGUARD ADVICE SELECT INTERNATIONAL GROWTH FUND - BAILLIE GIFFORD == ADYEN NV Ticker: ADYEN Security ID: NL0012969182 Meeting Date: JUN 01, 2022 Meeting Type: Annual General Meeting Record Date: MAY 04, 2022 # Proposal Mgt Rec Vote Cast Sponsor 2.b. Remuneration For For Management 2.c. Annual Report For For Management 3. Discharge of Board For For Management 4. Discharge of Board For For Management 5. Elect Director(s) For For Management 6. Elect Director(s) For For Management 7. Amendment of Share Capital For For Management 8. Amendment of Share Capital For For Management 9. Share Repurchase For For Management 10. Appoint/Pay Auditors For For Management -------------------------------------------------------------------------------- ASML Ticker: ASML Security ID: NL0010273215 Meeting Date: APR 29, 2022 Meeting Type: Annual General Meeting Record Date: APR 01, 2022 # Proposal Mgt Rec Vote Cast Sponsor 3.a. Annual Report For For Management 3.b. Annual Report For For Management 3.d. Allocation of Income For For Management 4.a. Discharge of Board For For Management 4.b. Discharge of Board For For Management 5. Incentive Plan For For Management 6. Remuneration For For Management 8.d. Elect Director(s) For For Management 8.e. Elect Director(s) For For Management 8.f. Elect Director(s) For For Management 9. Appoint/Pay Auditors For For Management 11. Articles of Association For For Management 12.a. Amendment of Share Capital For For Management 12.b. Amendment of Share Capital For For Management 13. Share Repurchase For For Management 14. Amendment of Share Capital For For Management -------------------------------------------------------------------------------- ATLAS COPCO B Ticker: ATCOB Security ID: SE0017486897 Meeting Date: APR 26, 2022 Meeting Type: Annual General Meeting Record Date: APR 14, 2022 # Proposal Mgt Rec Vote Cast Sponsor 8.A Annual Report For For Management 8.B1 Discharge of Board For For Management 8.B2 Discharge of Board For For Management 8.B3 Discharge of Board For For Management 8.B4 Discharge of Board For For Management 8.B5 Discharge of Board For For Management 8.B6 Discharge of Board For For Management 8.B7 Discharge of Board For For Management 8.B8 Discharge of Board For For Management 8.B9 Discharge of Board For For Management 8.B10 Discharge of Board For For Management 8.B11 Discharge of Board For For Management 8.C Allocation of Income For For Management 8.D Routine Business For For Management 9.A Director Related For For Management 9.B Appoint/Pay Auditors For For Management 10.A1 Elect Director(s) For For Management 10.A2 Elect Director(s) For For Management 10.A3 Elect Director(s) For For Management 10.A4 Elect Director(s) For For Management 10.A5 Elect Director(s) For For Management 10.A6 Elect Director(s) For For Management 10.A7 Elect Director(s) For For Management 10.B Elect Director(s) For For Management 10.C Elect Director(s) For For Management 10.D Appoint/Pay Auditors For For Management 11.A Non-Executive Remuneration For For Management 11.B Appoint/Pay Auditors For For Management 12.A Remuneration For For Management 12.B Employee Equity Plan For For Management 13.A Employee Equity Plan For For Management 13.B Employee Equity Plan For For Management 13.C Employee Equity Plan For For Management 13.D Employee Equity Plan For For Management 13.E Employee Equity Plan For For Management 14 Articles of Association For For Management 15 Amendment of Share Capital For For Management -------------------------------------------------------------------------------- DELIVERY HERO AG Ticker: DHER Security ID: DE000A2E4K43 Meeting Date: JUN 16, 2022 Meeting Type: Annual General Meeting Record Date: JUN 09, 2022 # Proposal Mgt Rec Vote Cast Sponsor 2 Discharge of Board For For Management 3.1 Discharge of Board For For Management 3.2 Discharge of Board For For Management 3.3 Discharge of Board For For Management 3.4 Discharge of Board For For Management 3.5 Discharge of Board For For Management 3.6 Discharge of Board For For Management 3.7 Discharge of Board For For Management 4 Appoint/Pay Auditors For For Management 5 Elect Director(s) For For Management 6 Remuneration For For Management 7 Employee Equity Plan For For Management 8 Amendment of Share Capital For For Management 9 Amendment of Share Capital For For Management 10 Amendment of Share Capital For For Management 11 Issuance of Debt For For Management 12 Share Repurchase For For Management 13 Share Repurchase For For Management -------------------------------------------------------------------------------- FERRARI NV Ticker: RACE Security ID: NL0011585146 Meeting Date: APR 13, 2022 Meeting Type: Annual General Meeting Record Date: MAR 16, 2022 # Proposal Mgt Rec Vote Cast Sponsor O.2.c Remuneration For For Management O.2.d Annual Report For For Management O.2.e Allocation of Income For For Management O.2.f Discharge of Board For For Management O.3.a Elect Director(s) For For Management O.3.b Elect Director(s) For For Management O.3.c Elect Director(s) For For Management O.3.d Elect Director(s) For For Management O.3.e Elect Director(s) For For Management O.3.f Elect Director(s) For For Management O.3.g Elect Director(s) For For Management O.3.h Elect Director(s) For For Management O.3.i Elect Director(s) For For Management O.3.j Elect Director(s) For For Management O.4.1 Appoint/Pay Auditors For For Management O.4.2 Appoint/Pay Auditors For For Management O.5.1 Amendment of Share Capital For For Management O.5.2 Amendment of Share Capital For For Management O.5.3 Amendment of Share Capital For For Management O.6 Share Repurchase For For Management O.7 Remuneration For For Management -------------------------------------------------------------------------------- GENMAB Ticker: GMAB Security ID: DK0010272202 Meeting Date: MAR 29, 2022 Meeting Type: Annual General Meeting Record Date: MAR 22, 2022 # Proposal Mgt Rec Vote Cast Sponsor 2 Annual Report For For Management 3 Annual Report For For Management 4 Remuneration - Report For For Management 5.A Elect Director(s) For For Management 5.B Elect Director(s) For For Management 5.C Elect Director(s) For For Management 5.D Elect Director(s) For For Management 5.E Elect Director(s) For For Management 5.F Elect Director(s) For For Management 6 Appoint/Pay Auditors For For Management 7.A Remuneration - Non-Executive For For Management 8 Routine Business For For Management -------------------------------------------------------------------------------- GINKGO BIOWORKS HOLDINGS INC Ticker: DNA Security ID: US37611X1000 Meeting Date: JUN 10, 2022 Meeting Type: Annual General Meeting Record Date: APR 14, 2022 # Proposal Mgt Rec Vote Cast Sponsor 1a. Elect Director(s) For For Management 1b. Elect Director(s) For For Management 1c. Elect Director(s) For For Management 1d. Elect Director(s) For For Management 1e. Elect Director(s) For For Management 1f. Elect Director(s) For For Management 2. Appoint/Pay Auditors For For Management -------------------------------------------------------------------------------- HERMES INTERNATIONAL Ticker: RMS Security ID: FR0000052292 Meeting Date: APR 20, 2022 Meeting Type: AGM/EGM Record Date: APR 13, 2022 # Proposal Mgt Rec Vote Cast Sponsor 1 Annual Report For For Management 2 Annual Report For For Management 3 Discharge of Board For For Management 4 Allocation of Income For For Management 5 Related Party Transactions For For Management 6 Share Repurchase For For Management 7 Remuneration For For Management 8 Remuneration For For Management 9 Remuneration For For Management 10 Non-Executive Remuneration For For Management 11 Remuneration For For Management 12 Non-Executive Remuneration For For Management 13 Elect Director(s) For For Management 14 Elect Director(s) For For Management 15 Elect Director(s) For For Management 16 Elect Director(s) For For Management 17 Share Repurchase For For Management 18 Incentive Plan For For Management 19 Incentive Plan For For Management 20 Routine Business For For Management -------------------------------------------------------------------------------- ILLUMINA Ticker: ILMN Security ID: US4523271090 Meeting Date: MAY 26, 2022 Meeting Type: Annual General Meeting Record Date: MAR 31, 2022 # Proposal Mgt Rec Vote Cast Sponsor 1A. Elect Director(s) For For Management 1B. Elect Director(s) For For Management 1C. Elect Director(s) For For Management 1D. Elect Director(s) For For Management 1E. Elect Director(s) For For Management 1F. Elect Director(s) For For Management 1G. Elect Director(s) For For Management 1H. Elect Director(s) For For Management 1I. Elect Director(s) For For Management 2. Appoint/Pay Auditors For For Management 3. Remuneration For For Management 4. Shareholder Resolution - Governance Against Against Shareholder 5. Routine Business For For Management -------------------------------------------------------------------------------- KERING Ticker: KER Security ID: FR0000121485 Meeting Date: APR 28, 2022 Meeting Type: AGM/EGM Record Date: APR 25, 2022 # Proposal Mgt Rec Vote Cast Sponsor 1 Annual Report For For Management 2 Annual Report For For Management 3 Allocation of Income For For Management 4 Elect Director(s) For For Management 5 Elect Director(s) For For Management 6 Elect Director(s) For For Management 7 Elect Director(s) For For Management 8 Remuneration For For Management 9 Remuneration For For Management 10 Remuneration For For Management 11 Remuneration For For Management 12 Remuneration For For Management 13 Appoint/Pay Auditors For For Management 14 Elect Statutory Auditor For For Management 15 Share Repurchase For For Management 16 Incentive Plan For For Management 17 Incentive Plan For For Management 18 Incentive Plan For For Management 19 Routine Business For For Management -------------------------------------------------------------------------------- KINNEVIK Ticker: KINVB Security ID: SE0015810247 Meeting Date: MAY 09, 2022 Meeting Type: Annual General Meeting Record Date: APR 29, 2022 # Proposal Mgt Rec Vote Cast Sponsor 10 Annual Report For For Management 11 Allocation of Income For For Management 12.A Discharge of Board For Abstain Management 12.B Discharge of Board For For Management 12.C Discharge of Board For For Management 12.D Discharge of Board For For Management 12.E Discharge of Board For For Management 12.F Discharge of Board For For Management 12.G Discharge of Board For For Management 12.H Discharge of Board For For Management 12.I Discharge of Board For For Management 12.J Discharge of Board For For Management 13 Remuneration For For Management 14 Director Related For For Management 15 Non-Executive Remuneration For For Management 16.A Elect Director(s) For Abstain Management 16.B Elect Director(s) For For Management 16.C Elect Director(s) For For Management 16.D Elect Director(s) For For Management 16.E Elect Director(s) For For Management 17 Elect Director(s) For Abstain Management 18 Appoint/Pay Auditors For For Management 19 Elect Committee Member For For Management 20.A Incentive Plan For For Management 20.B Articles of Association For For Management 20.C Amendment of Share Capital For For Management 20.D Share Repurchase For For Management 20.E Amendment of Share Capital For For Management 20.F Amendment of Share Capital For For Management 21.A Amendment of Share Capital For For Management 21.B Incentive Plan For For Management 21.C Incentive Plan For For Management 22 Shareholder Resolution - Governance None Against Shareholder 23.A Shareholder Resolution - Governance None Against Shareholder 23.B Shareholder Resolution - Governance None Against Shareholder 23.C Shareholder Resolution - Governance None Against Shareholder 23.D Shareholder Resolution - Governance None Against Shareholder -------------------------------------------------------------------------------- L'OREAL Ticker: OR Security ID: FR0000120321 Meeting Date: APR 21, 2022 Meeting Type: Annual General Meeting Record Date: APR 18, 2022 # Proposal Mgt Rec Vote Cast Sponsor 1 Annual Report For For Management 2 Annual Report For For Management 3 Allocation of Income For For Management 4 Elect Director(s) For For Management 5 Elect Director(s) For For Management 6 Elect Director(s) For For Management 7 Appoint/Pay Auditors For For Management 8 Appoint/Pay Auditors For For Management 9 Articles of Association For For Management 10 Elect Director(s) For For Management 11 Elect Director(s) For For Management 12 Elect Director(s) For For Management 13 Non-Executive Remuneration For For Management 14 Non-Executive Remuneration For For Management 15 Remuneration For For Management 16 Share Repurchase For For Management 17 Share Repurchase For For Management 18 Share Repurchase For For Management 19 Amendment of Share Capital For For Management 20 Amendment of Share Capital For For Management 21 Amendment of Share Capital For For Management 22 Articles of Association For For Management 23 Articles of Association For For Management 24 Articles of Association For For Management 25 Articles of Association For For Management 26 Routine Business For For Management -------------------------------------------------------------------------------- M3 Ticker: 2413 Security ID: JP3435750009 Meeting Date: JUN 28, 2022 Meeting Type: Annual General Meeting Record Date: MAR 31, 2022 # Proposal Mgt Rec Vote Cast Sponsor 1 Articles of Association For For Management 2.1 Elect Director(s) For For Management 2.2 Elect Director(s) For For Management 2.3 Elect Director(s) For For Management 2.4 Elect Director(s) For For Management 2.5 Elect Director(s) For For Management 2.6 Elect Director(s) For For Management 3.1 Elect Director(s) For For Management 3.2 Elect Director(s) For For Management 3.3 Elect Director(s) For For Management -------------------------------------------------------------------------------- MEITUAN Ticker: 3690 Security ID: KYG596691041 Meeting Date: MAY 18, 2022 Meeting Type: Annual General Meeting Record Date: MAY 12, 2022 # Proposal Mgt Rec Vote Cast Sponsor 1 Annual Report For For Management 2 Elect Director(s) For For Management 3 Elect Director(s) For For Management 4 Elect Director(s) For For Management 5 Remuneration - Non-Executive For For Management 6 Amendment of Share Capital For For Management 7 Share Repurchase For For Management 8 Amendment of Share Capital For For Management 9 Appoint/Pay Auditors For For Management -------------------------------------------------------------------------------- MERCADOLIBRE Ticker: MELI Security ID: US58733R1023 Meeting Date: JUN 08, 2022 Meeting Type: Annual General Meeting Record Date: APR 12, 2022 # Proposal Mgt Rec Vote Cast Sponsor 1.001 Elect Director(s) For For Management 1.002 Elect Director(s) For For Management 1.003 Elect Director(s) For For Management 1.004 Elect Director(s) For For Management 2. Remuneration For For Management 3. Appoint/Pay Auditors For For Management -------------------------------------------------------------------------------- MODERNA INC Ticker: MRNA Security ID: US60770K1079 Meeting Date: APR 28, 2022 Meeting Type: Annual General Meeting Record Date: MAR 01, 2022 # Proposal Mgt Rec Vote Cast Sponsor 1.001 Elect Director(s) For For Management 1.002 Elect Director(s) For For Management 1.003 Elect Director(s) For For Management 2. Remuneration For For Management 3. Appoint/Pay Auditors For For Management 4. Shareholder Resolution - Social Against Against Shareholder -------------------------------------------------------------------------------- NVIDIA Ticker: NVDA Security ID: US67066G1040 Meeting Date: JUN 02, 2022 Meeting Type: Annual General Meeting Record Date: APR 04, 2022 # Proposal Mgt Rec Vote Cast Sponsor 1A. Elect Director(s) For For Management 1B. Elect Director(s) For For Management 1C. Elect Director(s) For For Management 1D. Elect Director(s) For For Management 1E. Elect Director(s) For For Management 1F. Elect Director(s) For For Management 1G. Elect Director(s) For For Management 1H. Elect Director(s) For For Management 1I. Elect Director(s) For For Management 1J. Elect Director(s) For For Management 1K. Elect Director(s) For For Management 1L. Elect Director(s) For For Management 1M. Elect Director(s) For For Management 2. Remuneration For For Management 3. Appoint/Pay Auditors For For Management 4. Amendment of Share Capital For For Management 5. Employee Equity Plan For For Management -------------------------------------------------------------------------------- OCADO Ticker: OCDO Security ID: GB00B3MBS747 Meeting Date: MAY 04, 2022 Meeting Type: Annual General Meeting Record Date: FEB 11, 2022 # Proposal Mgt Rec Vote Cast Sponsor 1 Annual Report For For Management 2 Remuneration For Against Management 3 Remuneration For For Management 4 Elect Director(s) For For Management 5 Elect Director(s) For For Management 6 Elect Director(s) For For Management 7 Elect Director(s) For For Management 8 Elect Director(s) For For Management 9 Elect Director(s) For For Management 10 Elect Director(s) For For Management 11 Elect Director(s) For For Management 12 Elect Director(s) For For Management 13 Elect Director(s) For For Management 14 Elect Director(s) For For Management 15 Elect Director(s) For For Management 16 Elect Director(s) For For Management 17 Appoint/Pay Auditors For For Management 18 Appoint/Pay Auditors For For Management 19 Routine Business For For Management 20 Remuneration For Against Management 21 Amendment of Share Capital For For Management 22 Amendment of Share Capital For For Management 23 Amendment of Share Capital For For Management 24 Amendment of Share Capital For For Management 25 Share Repurchase For For Management 26 Articles of Association For For Management 27 Routine Business For For Management -------------------------------------------------------------------------------- SHOPIFY 'A' Ticker: SHOP Security ID: CA82509L1076 Meeting Date: JUN 07, 2022 Meeting Type: Annual General Meeting Record Date: APR 19, 2022 # Proposal Mgt Rec Vote Cast Sponsor 1A Elect Director(s) For For Management 1B Elect Director(s) For For Management 1C Elect Director(s) For For Management 1D Elect Director(s) For For Management 1E Elect Director(s) For For Management 1F Elect Director(s) For For Management 1G Elect Director(s) For For Management 2 Appoint/Pay Auditors For For Management 3 Articles of Association For For Management 4 Amendment of Share Capital For For Management 5 Remuneration For For Management -------------------------------------------------------------------------------- SPOTIFY TECHNOLOGY SA Ticker: SPOT Security ID: LU1778762911 Meeting Date: APR 20, 2022 Meeting Type: Annual General Meeting Record Date: FEB 25, 2022 # Proposal Mgt Rec Vote Cast Sponsor 1. Annual Report For For Management 2. Allocation of Income For For Management 3. Discharge of Board For For Management 4A. Elect Director(s) For For Management 4B. Elect Director(s) For For Management 4C. Elect Director(s) For For Management 4D. Elect Director(s) For For Management 4E. Elect Director(s) For For Management 4F. Elect Director(s) For For Management 4G. Elect Director(s) For For Management 4H. Elect Director(s) For For Management 4I. Elect Director(s) For For Management 4J. Elect Director(s) For For Management 4K. Elect Director(s) For For Management 5. Appoint/Pay Auditors For For Management 6. Remuneration For For Management 7. Routine Business For For Management -------------------------------------------------------------------------------- TENCENT Ticker: 700 Security ID: KYG875721634 Meeting Date: MAY 18, 2022 Meeting Type: Extraordinary General Meeting Record Date: MAY 12, 2022 # Proposal Mgt Rec Vote Cast Sponsor 1 Employee Equity Plan For For Management -------------------------------------------------------------------------------- TENCENT Ticker: 700 Security ID: KYG875721634 Meeting Date: MAY 18, 2022 Meeting Type: Annual General Meeting Record Date: MAY 12, 2022 # Proposal Mgt Rec Vote Cast Sponsor 1 Annual Report For For Management 2 Allocation of Income For For Management 3.A Elect Director(s) For For Management 3.B Elect Director(s) For For Management 3.C Remuneration For For Management 4 Appoint/Pay Auditors For For Management 5 Amendment of Share Capital For For Management 6 Share Repurchase For For Management 7 Amendment of Share Capital For For Management 8 Articles of Association For For Management -------------------------------------------------------------------------------- ZALANDO SE Ticker: ZAL Security ID: DE000ZAL1111 Meeting Date: MAY 18, 2022 Meeting Type: Annual General Meeting Record Date: APR 25, 2022 # Proposal Mgt Rec Vote Cast Sponsor 2 Allocation of Income For For Management 3 Discharge of Board For For Management 4 Discharge of Board For For Management 5.1 Appoint/Pay Auditors For For Management 5.2 Appoint/Pay Auditors For For Management 6 Remuneration - Report For For Management 7 Incentive Plan For For Management ========== END NPX REPORT SIGNATURES Pursuant to the requirements of the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. VANGUARD WHITEHALL FUNDS By: /s/Mortimer J. Buckley Mortimer J. Buckley* Chief Executive Officer, President, and Trustee Date: August 26, 2022 *By: /s/Anne E. Robinson Anne E. Robinson, pursuant to a Power of Attorney filed on November 29, 2021 (see File Number 33-64845) and a Power of Attorney filed on August 26, 2021 (see file Number 811-02652), Incorporated by Reference.