Cerence Inc. 8-K

What Happened
Cerence Inc. (CRNC) filed an 8-K on Feb 18, 2026 reporting results from its Feb 12, 2026 Annual Meeting of Shareholders. Shareholders elected six directors (Kristi Ann Matus; Brian Krzanich; Marianne Budnik; Douglas Davis; Marion Harris; Marcy Klevorn). The company also reported a non‑binding advisory vote on executive compensation (say‑on‑pay) and ratified BDO USA, P.C. as its independent registered public accounting firm for the fiscal year ending Sept. 30, 2026. The filing is signed by CEO Brian Krzanich.

Key Details

• Director elections (For / Against / Abstain; broker non‑votes = 10,669,339 for these proposals):
  • Kristi Ann Matus: 21,914,823 / 259,099 / 49,027
  • Brian Krzanich: 22,060,035 / 129,212 / 33,702
  • Marianne Budnik: 21,134,155 / 1,048,307 / 40,487
  • Douglas Davis: 22,040,245 / 134,904 / 47,800
  • Marion Harris: 22,059,610 / 134,215 / 29,124
  • Marcy Klevorn: 22,062,609 / 119,397 / 40,943
• Say‑on‑pay (non‑binding): For 16,307,363; Against 4,815,899; Abstain 1,099,687; broker non‑votes 10,669,339. (About 73% of votes cast were in favor.)
• Auditor ratification: BDO USA, P.C. ratified for fiscal 2026 — For 32,356,572; Against 436,019; Abstain 99,697; no broker non‑votes on this item.

Why It Matters

• Board continuity confirmed: all six nominees were elected, so shareholders affirmed the company’s current board slate, including CEO Brian Krzanich.
• Shareholder sentiment on pay: the advisory vote on executive compensation passed but showed notable dissent (roughly 4.8 million votes against), which investors and the company may track for future governance engagement.
• Audit oversight secured: ratification of BDO USA, P.C. ensures continuity of the external audit firm for the coming fiscal year, an important element of financial reporting oversight.

Keywords: annual meeting, board election, say‑on‑pay, auditor ratification, BDO, Cerence, CRNC.