Palantir Technologies Inc. 8-K

What Happened

• Palantir Technologies Inc. filed an 8‑K reporting results of its June 3, 2026 annual meeting of stockholders (record date April 6, 2026). All board nominees were elected; Ernst & Young LLP was ratified as auditor; the advisory vote to approve named executive officer compensation passed; three stockholder proposals (Independent Report on Due Diligence Process, Human Rights Impact Assessment, Political Spending Disclosure) were not approved. The filing was signed by CEO Alexander C. Karp on June 9, 2026.

Key Details

• Voting structure and record date: Class A shares = 1 vote per share, Class B = 10 votes per share, Class F had higher, proposal-specific weights (≈1,259.505 votes for Proposal 1; ≈539.600 for Proposal 2; ≈160.412 for Proposals 3–6) as of April 6, 2026.
• Directors elected (votes For / Withheld; broker non-votes = 381,084,411 for each nominee):
  • Alexander Karp: 3,221,448,690 For / 237,998,436 Withheld
  • Stephen Cohen: 3,216,120,642 For / 243,326,484 Withheld
  • Peter Thiel: 3,007,188,835 For / 452,258,291 Withheld
  • Alexander Moore: 2,956,909,699 For / 502,537,427 Withheld
  • Alexandra Schiff: 2,979,284,938 For / 480,162,188 Withheld
  • Lauren Friedman Stat: 3,431,802,165 For / 27,644,961 Withheld
  • Eric Woersching: 3,434,608,279 For / 24,838,847 Withheld
• Other proposal vote totals:
  • Ratify Ernst & Young as auditor: 3,098,257,509 For / 15,840,752 Against / 2,928,548 Abstain.
  • Advisory “say-on-pay” (Proposal 3): 1,987,926,773 For / 357,136,775 Against / 9,794,454 Abstain (381,084,411 broker non-votes).
  • Stockholder proposals (all failed):
    • Proposal 4 (Independent Report): 192,995,867 For / 2,137,396,027 Against.
    • Proposal 5 (Human Rights Impact Assessment): 290,935,808 For / 2,042,181,192 Against.
    • Proposal 6 (Political Spending Disclosure): 608,889,045 For / 1,717,284,070 Against.

Why It Matters

• The meeting confirms board continuity and management support: all nominees were elected and the company’s independent auditor (Ernst & Young) was ratified.
• Advisory approval of executive compensation (say-on-pay) signals shareholder acceptance of named executive officer pay on a non-binding basis.
• The rejection of three governance/human‑rights/political‑spending proposals indicates shareholders did not mandate those disclosures or reports at this meeting. Investors should note the voting power differences among share classes and the substantial broker non‑votes reported, which affect outcomes and reflect how share class structure can influence control and corporate governance results.