$WAY·8-K

Waystar Holding Corp. · Jun 3, 6:07 PM ET

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Waystar Holding Corp. 8-K

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Waystar Holding Corp. Reports 2026 Annual Meeting Voting Results

What Happened
Waystar Holding Corp. announced the voting results from its 2026 Annual Meeting of Stockholders held June 1, 2026 (8-K filed June 3, 2026). Of 191,685,290 shares entitled to vote, 180,908,036 shares (≈94.4%) were voted. Four Class II directors — Robert A. Demichiei, John Driscoll, Paul G. Moskowitz and Lauren Young — were re-elected to terms expiring at the 2029 annual meeting. Stockholders also ratified the appointment of KPMG LLP as the company’s independent registered public accounting firm for fiscal 2026, and selected an annual ("one year") frequency for future non-binding advisory votes on executive compensation.

Key Details

  • Total shares entitled to vote: 191,685,290; shares voted: 180,908,036 (≈94.4%).
  • Director re-elections (For / Withheld / Broker non-votes):
    • Robert A. Demichiei: 175,709,113 / 1,710,135 / 3,488,788
    • John Driscoll: 153,505,736 / 23,913,512 / 3,488,788
    • Paul G. Moskowitz: 172,273,095 / 5,146,153 / 3,488,788
    • Lauren Young: 176,923,242 / 496,006 / 3,488,788
  • Auditor ratification (KPMG LLP): For 180,884,990; Against 7,071; Abstain 15,975.
  • Advisory vote on executive compensation frequency: One year selected (176,047,038 votes); company will hold annual say-on-pay votes until the next frequency vote no later than the 2032 annual meeting.
  • Report signed by Gregory R. Packer, Chief Legal Officer, filed June 3, 2026.

Why It Matters
These results confirm board continuity with four directors re-elected through 2029 and continued engagement with KPMG as the external auditor, which can be relevant to governance and financial reporting stability. The strong shareholder turnout and choice of an annual advisory vote on executive pay mean investors will get yearly opportunities to express views on named executive officer compensation. The detailed vote counts—including withheld votes and broker non-votes—give investors insight into shareholder support levels for governance items.

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