Tenable Holdings, Inc. 8-K

What Happened
Tenable Holdings, Inc. filed an 8-K on May 13, 2026 reporting the results of its 2026 annual meeting of stockholders. Of 114,530,327 shares outstanding as of the record date, 106,390,505 shares (≈92.89%) were present or represented by proxy. Shareholders elected three director nominees, ratified Ernst & Young LLP as the company’s independent registered public accounting firm for fiscal 2026, approved the advisory “say-on-pay” compensation proposal, and voted on the frequency of future advisory votes.

Key Details

• Director elections: John C. Huffard, Jr. (50,765,937 For; 42,627,545 Withheld), A. Brooke Seawell (69,784,955 For; 23,608,527 Withheld), Raymond Vicks, Jr. (70,871,351 For; 22,522,131 Withheld). Broker non-votes: 12,997,023. All nominees were elected.
• Auditor ratification: Ernst & Young LLP ratified as independent auditor (Votes For: 105,641,971; Against: 589,380; Abstained: 159,154).
• Advisory “say-on-pay”: Approved (For: 83,235,799; Against: 9,941,420; Abstained: 216,263; Broker non-votes: 12,997,023).
• Frequency vote: Majority chose annual votes (1 Year: 92,531,025; 2 Years: 15,905; 3 Years: 789,886; Abstained: 56,666). The Board will solicit the non-binding advisory vote on executive compensation every year going forward.

Why It Matters
These outcomes confirm the company’s governance direction: the board’s nominees were elected and shareholders endorsed the firm’s auditor and executive compensation approach. The annual “say-on-pay” schedule means investors can expect yearly advisory votes on executive pay (non-binding), which provides recurring shareholder input on compensation. The vote totals and high meeting turnout (≈92.9% of shares) give clear, concrete results for investors evaluating governance and oversight at Tenable.