Braze, Inc. 8-K

What Happened

• Braze, Inc. filed an Amended and Restated Certificate of Incorporation with the Delaware Secretary of State on July 1, 2026 to remove provisions tied to the retirement of its Class B common stock and to add an Article VIII that prospectively eliminates monetary liability of specified officers for breaches of the fiduciary duty of care to the fullest extent permitted by Delaware law. The Class B retirement was previously effected via a Certificate of Retirement filed January 30, 2026 and the change was disclosed in the Company’s Proxy Statement on May 18, 2026.
• The company also reported the results of its Annual Meeting of Stockholders held June 30, 2026, where directors were elected, the advisory vote on executive compensation was approved, Ernst & Young LLP was ratified as independent auditor, and the charter amendment to exculpate officers was approved by stockholders.

Key Details

• Restated Certificate filed: July 1, 2026; removes inoperable Class B provisions and adds officer exculpation (Article VIII).
• Director elections (Class II, term to 2029):
  • Neeraj Agrawal: For 53,707,228; Withheld 14,584,600; Broker non-votes 26,248,552.
  • Yvonne Wassenaar: For 67,108,903; Withheld 1,182,325; Broker non-votes 26,248,552.
• Advisory approval of executive compensation: For 50,250,483; Against 17,942,060; Abstentions 99,285; Broker non-votes 26,248,552.
• Ratification of independent auditor (Ernst & Young LLP): For 93,327,315; Against 903,667; Abstentions 309,606.
• Stockholder approval of charter amendment to exculpate officers: For 64,523,128; Against 3,753,183; Abstentions 32,517; Broker non-votes 26,248,552.
• The full Restated Certificate is filed as Exhibit 3.1 to the 8-K.

Why It Matters

• The charter change reduces officers’ potential monetary exposure for breaches of the duty of care to the extent allowed by Delaware law, a noteworthy corporate-governance shift that can affect legal risk profiles for company officers (but does not alter director liability provisions).
• Stockholder votes show strong support for governance and oversight items (auditor ratification and officer exculpation) and approve pay practices on a non-binding basis; there were contested vote totals for one director and the advisory pay vote, which investors may watch for future governance discussions.
• These actions are governance and legal-structure changes rather than operational or financial updates—investors should not interpret this 8-K as reporting earnings, revenue, or changes to executive employment.