Freshworks Inc. 8-K

What Happened
Freshworks Inc. filed an 8‑K on May 29, 2026 reporting results of its virtual Annual Meeting held May 28, 2026. Stockholders elected four Class II directors—Roxanne S. Austin, Sameer Gandhi, Frank Pelzer and Dennis Woodside—to serve until the 2029 annual meeting. Shareholders also approved, on an advisory basis, the company’s named executive officer compensation, chose an annual frequency for future advisory votes on pay, and ratified Deloitte & Touche LLP as the independent registered public accounting firm for fiscal 2026.

Key Details

• Director elections (votes For / Withhold / Broker Non‑Vote):
  • Roxanne S. Austin: 439,321,400 / 41,603,439 / 56,711,033
  • Sameer Gandhi: 447,757,472 / 33,167,367 / 56,711,033
  • Frank Pelzer: 475,795,589 / 5,129,250 / 56,711,033
  • Dennis Woodside: 476,555,679 / 4,369,160 / 56,711,033
• Advisory vote on executive compensation (Say-on-Pay): For 378,163,671; Against 57,050,773; Abstain 45,710,395; Broker Non‑Vote 56,711,033.
• Advisory vote on frequency of executive compensation votes: 1 year preferred — 407,923,812 (1 year); 94,950 (2 years); 13,834,261 (3 years); Abstain 59,071,816.
• Ratification of auditor: Deloitte & Touche LLP ratified — For 536,542,293; Against 485,331; Abstain 608,248.

Why It Matters
These outcomes confirm board continuity with all Class II nominees elected and show shareholder approval of Freshworks’ disclosed executive pay on an advisory basis. The preference for annual advisory votes signals shareholders want yearly input on executive compensation (note these votes are non‑binding). Ratification of Deloitte preserves the company’s auditor relationship for the 2026 fiscal year. Investors should note the presence of a significant broker non‑vote count (56,711,033) on several matters, which reflects shares held by brokers without voting instructions and can affect vote totals for contested or advisory items.