Snowflake Inc. 8-K

What Happened Snowflake Inc. (SNOW) filed an 8-K disclosing results of its 2026 Annual Meeting of Stockholders held virtually on June 29, 2026. As of the record date (May 5, 2026) there were 346,602,915 shares outstanding and entitled to vote. Stockholders elected three Class III directors (Teresa Briggs, Mark D. McLaughlin and Sridhar Ramaswamy) and ratified PricewaterhouseCoopers LLP as the company’s independent auditor. On non-binding measures, stockholders did not approve the compensation of the company’s named executive officers (say-on-pay) and approved a non-binding stockholder proposal requesting a majority vote standard for director elections.

Key Details

• Shares outstanding (record date): 346,602,915 (May 5, 2026).
• Director elections (votes For / Withheld / Broker Non-Votes):
  • Teresa Briggs: 152,250,186 / 69,210,029 / 68,679,845
  • Mark D. McLaughlin: 132,204,602 / 89,255,613 / 68,679,845
  • Sridhar Ramaswamy: 176,034,865 / 45,425,350 / 68,679,845
• Non-binding say-on-pay (compensation of named executive officers): For 96,340,999; Against 124,481,663; Abstain 637,553; Broker Non-Votes 68,679,845 (proposal did not pass).
• Auditor ratification: PricewaterhouseCoopers LLP ratified for fiscal year ending Jan 31, 2027 (For 287,917,821; Against 1,863,830; Abstain 358,409).
• Stockholder proposal for majority vote for director elections approved (non-binding): For 143,119,265; Against 77,384,473; Abstain 956,477; Broker Non-Votes 68,679,845. No other matters were voted.

Why It Matters These voting results provide a direct read on shareholder sentiment. The failure of the non-binding say-on-pay vote (more votes Against than For) signals notable investor dissatisfaction with executive compensation, which companies typically address through engagement or potential changes even though the vote is advisory. Approval of the majority-vote proposal (also non-binding) shows support for stronger governance standards for director elections. Ratification of PwC as auditor maintains continuity in the company’s financial oversight. Investors should watch for any follow-up disclosures or board actions responding to these votes.