PagerDuty, Inc. 8-K

What Happened
PagerDuty, Inc. announced the results of its 2026 Annual Meeting of Stockholders in an 8-K filed June 22, 2026. Holders of 66,113,579 shares (86.25% of voting power as of the April 20, 2026 record date) were present in person or by proxy, constituting a quorum. Stockholders elected four Class I directors to serve until the 2029 annual meeting, ratified PricewaterhouseCoopers LLP (PwC) as the independent registered public accounting firm for the fiscal year ending January 31, 2027, and approved, on an advisory (non-binding) basis, the compensation of the company’s named executive officers.

Key Details

• Director elections (terms to 2029):
  • Donald J. Carty — For: 41,973,771; Withheld: 11,699,473; Broker non-votes: 12,440,335
  • Sarah Franklin — For: 38,252,555; Withheld: 15,420,689; Broker non-votes: 12,440,335
  • William Losch — For: 37,425,282; Withheld: 16,247,962; Broker non-votes: 12,440,335
  • Jennifer Tejada — For: 38,201,630; Withheld: 15,471,614; Broker non-votes: 12,440,335
• Auditor ratification: PwC approved — For: 65,873,998; Against: 177,818; Abstain: 61,763 (no broker non-votes)
• Advisory vote on executive compensation (Say-on-Pay): For: 45,924,468; Against: 7,133,053; Abstain: 615,723; Broker non-votes: 12,440,335

Why It Matters
These results confirm the company’s board composition for the next several years and formalize PwC as the auditor for fiscal 2027 — both are governance items investors watch for continuity and oversight. The advisory approval of executive pay indicates majority shareholder support for the company’s compensation practices, though the vote is non-binding. The high meeting turnout (86.25% of voting power) shows substantial shareholder participation in these governance decisions.