Five9, Inc. 8-K

What Happened Five9, Inc. announced the results of its May 20, 2026 annual meeting of stockholders (8-K filed May 20, 2026). Stockholders approved management proposals to amend and restate the company’s certificate of incorporation to declassify the board and to remove supermajority voting requirements. Two directors — Amit Mathradas and Sagar Gupta — were elected as Class III directors (terms expiring at the 2027 annual meeting). Stockholders also approved, on an advisory basis, executive compensation and ratified KPMG LLP as the company’s independent registered public accounting firm for fiscal 2026. A total of 62,804,950 shares (82% of common stock outstanding as of the March 24, 2026 record date) were represented.

Key Details

• Voting participation: 62,804,950 shares represented, equal to 82% of common stock outstanding (record date March 24, 2026).
• Declassification vote: For 55,286,200; Against 96,421; Abstained 126,684; Broker non-votes 7,295,645.
• Removal of supermajority requirement: For 55,241,926; Against 136,922; Abstained 130,457; Broker non-votes 7,295,645.
• Director elections (Class III): Amit Mathradas — For 55,248,526; Withheld 74,336; Broker non-votes 7,295,645. Sagar Gupta — For 54,143,117; Withheld 415,220; Broker non-votes 7,295,645.
• Advisory "say-on-pay" vote: For 50,349,625; Against 4,976,172; Abstained 183,508; Broker non-votes 7,295,645.
• Auditor ratification: KPMG LLP ratified — For 62,448,505; Against 254,888; Abstained 101,557.

Why It Matters These governance votes change Five9’s corporate governance structure: declassification means future directors will be elected annually rather than in staggered classes, and removing supermajority provisions lowers the shareholder vote thresholds needed for certain charter changes. The elected directors and the affirmative say-on-pay vote signal shareholder support for current board composition and executive compensation. Ratification of KPMG maintains continuity in external audit oversight for fiscal 2026. All items reported were formalized in the company’s 8‑K filing.