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 6, 2024. The record date for the meeting was April 12, 2024, with 146,301,869 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
Stockholders voted on three proposals. The results are as follows:
- Proposal 1: Election of Directors. Stockholders elected three Class III directors to serve until the 2027 annual meeting.
- William J.G. Griffith IV: 111,534,929 votes For; 1,558,351 votes Withheld.
- Graham V. Smith: 111,866,991 votes For; 1,226,289 votes Withheld.
- Elisa A. Steele: 94,843,158 votes For; 18,209,142 votes Withheld.
- Proposal 2: Ratification of Independent Auditor. Stockholders ratified the appointment of PricewaterhouseCoopers LLP for the fiscal year ending December 31, 2024.
- Votes For: 136,088,105
- Votes Against: 314,973
- Abstentions: 1,299,700
- Proposal 3: Advisory Vote on Executive Compensation. Stockholders approved the compensation of Named Executive Officers.
- Votes For: 106,257,642
- Votes Against: 5,559,849
- Abstentions: 1,275,788
Guidance, Outlook, and Risks
This filing does not contain management guidance, outlook, risk factors, or commentary on unusual items. It strictly reports the final voting tallies for the Annual Meeting.
Key Facts for Investors to Verify
- Confirmation that the three Class III directors (Griffith, Smith, Steele) have been officially seated on the Board.
- Verification of the significant number of broker non-votes (approx. 24.6 million) on the director election and executive compensation proposals.
- Review of the definitive proxy statement filed on April 25, 2024, for detailed background on the director nominees and executive compensation plans.