Procore Technologies, Inc. - Form 8-K Summary
Business Context and Reporting Period
This Form 8-K reports the results of the Annual Meeting of Stockholders held by Procore Technologies, Inc. on June 4, 2026. The record date for the meeting was April 10, 2026, with 150,807,455 shares of common stock outstanding and entitled to vote.
Key Financial Metrics
This filing is a current report regarding corporate governance and does not contain financial performance data. The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity.
Material Changes and Voting Results
Three proposals were submitted to a vote of security holders. The results are as follows:
- Proposal 1: Election of Directors
- Craig F. Courtemanche, Jr.: Elected (114,887,561 For; 1,411,090 Withheld).
- Kathryn A. Bueker: Elected (106,452,108 For; 9,846,543 Withheld).
- Nanci E. Caldwell: Elected (79,468,441 For; 36,830,210 Withheld).
- Note: All three directors were elected to Class II seats until the 2029 annual meeting. Broker non-votes totaled 21,616,947 for this proposal.
- Proposal 2: Ratification of Independent Auditor
- PricewaterhouseCoopers LLP was ratified for the fiscal year ending December 31, 2026.
- Result: 137,300,621 For; 492,262 Against; 122,715 Abstentions.
- Proposal 3: Advisory Vote on Executive Compensation
- Stockholders approved the compensation of Named Executive Officers on an advisory basis.
- Result: 73,326,259 For; 42,864,779 Against; 107,613 Abstentions.
- Note: This proposal received significant opposition, with approximately 36.8% of votes cast against the measure.
Guidance, Outlook, and Risks
The filing does not contain management commentary, financial guidance, outlook, or specific risk factors beyond the standard disclosure of voting results. No unusual items or contingencies were reported in this document.
Key Facts for Investor Verification
- Verify the significant level of dissent (approx. 37%) on the executive compensation advisory vote (Proposal 3) compared to the strong support for the auditor ratification.
- Confirm the tenure of the newly elected Class II directors (Craig F. Courtemanche, Jr., Kathryn A. Bueker, and Nanci E. Caldwell) extending through the 2029 annual meeting.
- Note that 21,616,947 shares were subject to broker non-votes on the director election and compensation proposals, indicating a substantial portion of shares held in street name where brokers lacked discretionary voting power.