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 5, 2025. The record date for the meeting was April 11, 2025, with 149,145,539 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. Revenue, profit, cash flow, margins, debt, and liquidity metrics are not provided in this document.
Material Changes and Voting Results
The filing details the final voting outcomes for three proposals submitted to stockholders:
- Proposal 1: Election of Directors. Stockholders elected three Class I directors to serve until the 2028 annual meeting.
- Erin M. Chapple: 113,589,142 votes For; 4,122,526 votes Withheld.
- Brian Feinstein: 88,942,310 votes For; 28,769,358 votes Withheld.
- Kevin J. O'Connor: 110,987,944 votes For; 6,723,724 votes Withheld.
- Proposal 2: Ratification of Independent Auditor. Stockholders ratified the appointment of PricewaterhouseCoopers LLP for the fiscal year ending December 31, 2025.
- Result: 138,971,788 votes For; 514,681 votes Against; 189,178 Abstentions.
- Proposal 3: Advisory Vote on Executive Compensation. Stockholders approved the compensation of Named Executive Officers on an advisory basis.
- Result: 97,176,050 votes For; 20,492,984 votes Against; 42,634 Abstentions.
Guidance, Outlook, and Risks
The filing does not contain management commentary, financial guidance, outlook, or specific risk factors. It strictly reports the administrative results of the shareholder vote.
Key Facts for Investor Verification
- Verify the tenure of the newly elected directors (Erin M. Chapple, Brian Feinstein, Kevin J. O'Connor) through the 2028 annual meeting.
- Note the significant number of votes withheld for Brian Feinstein (28.8 million) compared to the other director nominees.
- Confirm the level of support for executive compensation, noting approximately 17.5% of votes cast were against the advisory proposal.
- Review the definitive proxy statement filed on April 24, 2025, for detailed descriptions of the proposals and director biographies.