PROCORE TECHNOLOGIES, INC. 8-K

What Happened

• Procore Technologies, Inc. filed a Form 8-K (June 5, 2026) reporting the results of its annual meeting held June 4, 2026. As of the April 10, 2026 record date, 150,807,455 shares of common stock were outstanding and entitled to vote.
• Stockholders elected three Class II directors to serve until the 2029 annual meeting: Craig F. Courtemanche, Jr.; Kathryn A. Bueker; and Nanci E. Caldwell. Stockholders also ratified PricewaterhouseCoopers LLP as the independent registered public accounting firm for fiscal 2026 and approved, on an advisory basis, the compensation of the company’s named executive officers.

Key Details

• Outstanding shares (record date): 150,807,455 (April 10, 2026).
• Director election vote totals:
  • Craig F. Courtemanche, Jr.: 114,887,561 For; 1,411,090 Withheld; 21,616,947 Broker Non-Votes.
  • Kathryn A. Bueker: 106,452,108 For; 9,846,543 Withheld; 21,616,947 Broker Non-Votes.
  • Nanci E. Caldwell: 79,468,441 For; 36,830,210 Withheld; 21,616,947 Broker Non-Votes.
• Auditor ratification (PricewaterhouseCoopers LLP): 137,300,621 For; 492,262 Against; 122,715 Abstentions; 0 Broker Non-Votes.
• Advisory (non-binding) vote on named executive officer compensation: 73,326,259 For; 42,864,779 Against; 107,613 Abstentions; 21,616,947 Broker Non-Votes.

Why It Matters

• Election results determine board composition and governance through 2029, which can influence strategic oversight and company direction.
• Ratification of PwC provides continuity in external audit oversight for fiscal 2026.
• The advisory approval of executive compensation indicates majority shareholder support but is non-binding; the substantial number of votes against and notable broker non-votes highlight shareholder attention to pay practices and the impact of uninstructed shares on outcomes.