Business Context and Reporting Period
This Form 8-K Current Report was filed by Procore Technologies, Inc. on April 20, 2026. The filing primarily addresses corporate governance changes, specifically the expansion of the Board of Directors and the appointment of a new independent director.
Key Financial Metrics
This filing does not contain operational financial results such as revenue, profit, cash flow, margins, debt, or liquidity metrics. The only financial data disclosed relates to director compensation:
- Annual Cash Retainer (Board): $48,100
- Annual Cash Retainer (Audit Committee): $13,500
- Initial Restricted Stock Unit (RSU) Award: Target equity value of $530,000
Material Changes
The Board of Directors increased the number of directors from 10 to 11. Dr. Vishal Misra was appointed as a Class III director, effective April 20, 2026. He was also appointed to the Audit Committee. The Board determined Dr. Misra qualifies as an independent director under NYSE listing standards.
Guidance, Outlook, and Risks
This filing contains no financial guidance, outlook, or management commentary regarding business performance. No material risks or contingencies were disclosed in this report. The appointment is subject to standard vesting schedules for equity awards and continued service.
Key Facts for Investor Verification
- Verify Dr. Vishal Misra's professional background and independence status as disclosed in the filing.
- Confirm the vesting schedule for the $530,000 initial RSU award (three equal annual installments starting February 20, 2027).
- Note that the press release regarding this appointment was issued on April 22, 2026, under Regulation FD.
- Review the Company's Non-Employee Director Compensation Policy (filed as an exhibit to the 2025 Form 10-K) for full terms of compensation.