ChargePoint Holdings Reports 2026 Annual Meeting Results; Director Pay Shift

What Happened

• ChargePoint Holdings, Inc. held its 2026 Annual Meeting of Stockholders on July 21, 2026 and reported the certified vote results. About 14,165,451 shares (≈54.7% of shares entitled to vote) were represented. Stockholders elected the three Class III director nominees (Bruce Chizen, Michael Linse and Richard “Rick” Wilmer) for terms through the 2029 annual meeting, ratified PricewaterhouseCoopers LLP as the company’s independent registered public accounting firm for fiscal year ending January 31, 2027, and approved, on an advisory basis, the compensation of the company’s named executive officers as disclosed in the 2026 proxy statement.
• Separately, the Board approved an amended Compensation Program for Non-Employee Directors, effective July 21, 2026, to shift annual retainer fee payments to shares of common stock rather than cash. The full text of the amended program is filed as Exhibit 10.1.

Key Details

• Shares represented at the meeting: 14,165,451 (≈54.7%).
• Director election votes:
  • Bruce Chizen: For 4,254,847; Withheld 687,502; Broker non-votes 9,223,102.
  • Michael Linse: For 4,318,474; Withheld 623,875; Broker non-votes 9,223,102.
  • Richard “Rick” Wilmer: For 4,323,069; Withheld 619,280; Broker non-votes 9,223,102.
• Auditor ratification: PwC ratified — For 13,778,952; Against 240,397; Abstentions 146,102.
• Advisory “say-on-pay”: For 4,148,747; Against 708,280; Abstentions 85,322; Broker non-votes 9,223,102.
• Amended director compensation effective July 21, 2026 converts annual cash retainers to stock-based payments (see Exhibit 10.1 for full terms).

Why It Matters

• Governance: The re-election of the three Class III directors and ratification of PwC maintain continuity in board oversight and the company’s auditor relationship. The advisory approval of executive compensation indicates shareholder support for the disclosed pay programs.
• Compensation and cash flow: Moving annual director retainers from cash to common stock can conserve cash for operations and may better align directors with shareholder interests, but it also increases outstanding equity and could have modest dilution effects. Investors should review the filed Exhibit 10.1 for details on grant timing, vesting and share calculations.