UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________

FORM 8-K

___________________

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): June 20, 2025

___________________

ON24, INC.

(Exact name of registrant as specified in its charter)

___________________

Delaware

001-39965

94-3292599

(State or other jurisdiction
of incorporation)

(Commission
File Number)

(IRS Employer
Identification No.)

50 Beale Street,

8th Floor

San Francisco,

94105

(Address of principal executive offices)

(Zip Code)

(415) 369-8000

(Registrant’s telephone number, including area code)

_______________________

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

Common stock, par value $0.0001 per share

ONTF

The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07 Submission of Matters to a Vote of Security Holders

On June 20, 2025, ON24, Inc. (the “Company”) held its Annual Meeting of Stockholders. The following nominees were elected as Class I directors, each to hold office until the Company’s 2026 annual meeting of stockholders and until their successor are elected and qualified, or until their earlier death, resignation or removal, by the vote set forth below:


Nominee	For	Withhold	Broker Non-Votes
Ronald Mitchell	26,498,206	5,645,993	3,736,043
Anthony Zingale	23,226,002	8,918,197	3,736,043

The appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025 was ratified by the vote set forth below:


For	Against	Abstain
35,822,913	48,514	8,815

Item 9.01 Exhibits

(d) Exhibits.


Exhibit No.						Description

104						Cover Page Interactive Data File (formatted as Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Date: June 20, 2025	ON24, Inc.

	By:	/s/ Steven Vattuone
		Steven Vattuone
		Chief Financial Officer

ON24 INC. 8-K