Procore Technologies, Inc. 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 7, 2023. The record date for the meeting was April 13, 2023, with 140,414,156 shares of common stock outstanding and entitled to vote.
Financial Metrics
This filing is a current report regarding corporate governance and voting results. It does not contain financial statements, revenue, profit, cash flow, margin, debt, or liquidity data.
Material Changes
No material financial changes are reported in this document. The filing details the successful election of directors and the ratification of the independent auditor.
Outlook, Risks, and Voting Results
The stockholders approved all four proposals submitted at the Annual Meeting:
- Proposal 1 (Election of Directors): Craig F. Courtemanche, Jr., Kathryn A. Bueker, and Nanci E. Caldwell were elected as Class II directors. Notably, Nanci E. Caldwell received a significant number of votes withheld (33,936,078) compared to the other nominees.
- Proposal 2 (Auditor Ratification): Stockholders ratified the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2023.
- Proposal 3 (Say-on-Pay): Stockholders approved the advisory vote on the compensation of Named Executive Officers.
- Proposal 4 (Say-on-Pay Frequency): Stockholders approved a one-year frequency for future advisory votes on executive compensation. Consequently, the Company will include an annual advisory vote on executive compensation until the next frequency vote, which will occur no later than the 2029 annual meeting.
Key Facts for Investor Verification
- Verify the specific reasons for the high number of votes withheld for director nominee Nanci E. Caldwell (approximately 24% of votes cast).
- Confirm the Company's commitment to annual Say-on-Pay votes through 2029 based on the shareholder preference.
- Review the definitive proxy statement filed on April 26, 2023, for detailed biographies of the elected directors and the full compensation discussion.