Marqeta, Inc. 8-K

What Happened

• Marqeta, Inc. held its 2026 Annual Meeting on June 10, 2026 and filed an 8-K on June 11, 2026 reporting the results. Stockholders elected four Class II directors, ratified KPMG LLP as auditor, approved a 1-for-4 reverse stock split, approved an amendment for officer exculpation, and voted on executive compensation (non-binding).
• The Board has approved the 1-for-4 reverse stock split and expects to file a certificate of amendment to the Certificate of Incorporation to effect the Reverse Stock Split no later than June 30, 2026.

Key Details

• Directors elected (Class II, terms to 2029):
  • Najuma Atkinson: For 436,680,233; Withheld 60,646,356; Broker non-votes 78,811,104
  • Martha Cummings: For 408,511,946; Withheld 88,814,643; Broker non-votes 78,811,104
  • Judson (Jud) Linville: For 458,659,825; Withheld 38,666,764; Broker non-votes 78,811,104
  • Michael (Mike) Milotich: For 494,797,547; Withheld 2,529,042; Broker non-votes 78,811,104
• Auditor ratification (Proposal 2): KPMG LLP ratified — For 574,083,887; Against 1,562,679; Abstain 491,127 (no broker non-votes).
• Reverse stock split approved (Proposal 3): 1-for-4 reverse split and related authorized share reduction — For 556,674,402; Against 19,097,624; Abstain 365,667 (no broker non-votes).
• Officer exculpation amendment (Proposal 4): Approved — For 391,167,767; Against 105,868,988; Abstain 289,834; Broker non-votes 78,811,104.
• Advisory vote on executive compensation (Proposal 5): Non-binding approval — For 389,625,862; Against 106,659,393; Abstain 1,041,334; Broker non-votes 78,811,104.

Why It Matters

• The approved 1-for-4 reverse stock split will reduce the number of Marqeta shares outstanding (and proportionally adjust authorized shares) once the company files the amendment, which can affect per‑share metrics and market float. The company intends to file the certificate of amendment by June 30, 2026.
• Board continuity was maintained with election of four Class II directors; KPMG’s ratification confirms the company’s auditor for fiscal 2026. The advisory “say‑on‑pay” vote and officer exculpation amendment are governance items investors monitor for executive accountability and legal protections.