Phreesia, Inc. Form 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K, dated June 25, 2025, details the results of Phreesia, Inc.'s annual meeting of stockholders held on that date. The filing reports on the voting outcomes for three specific proposals regarding corporate governance and executive compensation.
Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on corporate governance voting results and does not contain financial performance data.
Material Changes
No material financial changes versus prior periods are reported in this filing. The document serves to disclose the final voting tallies for the annual meeting.
Management Commentary and Voting Results
The stockholders voted on three proposals as follows:
- Proposal 1: Election of Directors
- Gillian Munson: Elected with 47,317,018 votes for, 4,324,384 withheld, and 2,002,975 broker non-votes.
- Mark Smith, M.D.: Elected with 37,695,562 votes for, 13,945,840 withheld, and 2,002,975 broker non-votes.
- Both directors were elected to a Class III term expiring in 2028.
- Proposal 2: Ratification of Independent Auditor
- KPMG LLP was ratified as the independent registered public accounting firm for the fiscal year ending January 31, 2026.
- Votes: 53,615,678 For, 13,796 Against, 14,903 Abstentions.
- Proposal 3: Executive Compensation (Say-on-Pay)
- Stockholders approved the compensation of Named Executive Officers on a non-binding advisory basis.
- Votes: 46,749,876 For, 4,874,502 Against, 17,024 Abstentions, 2,002,975 Broker Non-Votes.
Key Facts for Investor Verification
- Verify the total number of shares outstanding to calculate the percentage of votes cast for each proposal.
- Review the definitive Proxy Statement filed on May 14, 2025, for detailed biographies of the elected directors and the specific compensation metrics approved.
- Note the significant number of votes withheld for Mark Smith, M.D. (13.9 million) compared to Gillian Munson (4.3 million).
- Confirm the fiscal year end date of January 31, 2026, for future financial reporting expectations.