$TOST·8-K

Toast, Inc. · Jun 15, 4:36 PM ET

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Toast, Inc. 8-K

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Toast, Inc. Reports 2026 Annual Meeting Voting Results

What Happened
Toast, Inc. (TOST) filed an 8-K (Item 5.07) reporting the results of its annual meeting of stockholders held June 12, 2026. Stockholders elected three Class II directors—Kent Bennett, Susan Chapman-Hughes and Mark Hawkins—to three‑year terms expiring at the 2029 annual meeting. The shareholders also ratified Ernst & Young LLP as auditor for fiscal 2026 and approved, on an advisory (non‑binding) basis, the compensation of the company’s named executive officers for 2025. The report was filed June 15, 2026 and signed by Brian R. Elworthy, General Counsel and Corporate Secretary.

Key Details

  • Director elections (three‑year terms to 2029):
    • Kent Bennett: For 921,086,317; Withheld 87,551,677; Broker non‑votes 89,581,415
    • Susan Chapman‑Hughes: For 942,757,831; Withheld 65,880,163; Broker non‑votes 89,581,415
    • Mark Hawkins: For 1,001,250,314; Withheld 7,387,680; Broker non‑votes 89,581,415
  • Auditor ratification (Proposal Two): Ernst & Young LLP ratified — For 1,097,087,998; Against 503,819; Abstain 627,592; Broker non‑votes 0
  • Advisory vote on executive compensation (Proposal Three): For 949,420,214; Against 58,564,187; Abstain 653,593; Broker non‑votes 89,581,415

Why It Matters
These routine governance votes confirm the board composition and auditor choice for Toast through 2026 and into 2029, and show shareholder support (though advisory) for executive pay disclosure for 2025. There are no reported changes to management, no financial results or M&A items in this filing—so investors should view this as governance information rather than an operational or earnings update.

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