AppFolio (NASDAQ: APPF) reveals 2026 shareholder voting and director elections

Rhea-AI Filing Summary

AppFolio, Inc. reported the voting results from its 2026 Annual Meeting of Stockholders held on June 12, 2026. As of the April 16, 2026 record date, the company had 24,028,908 shares of Class A Common Stock and 11,329,625 shares of Class B Common Stock outstanding, with Class A carrying one vote per share and Class B carrying ten votes per share.

Stockholders elected Class II directors Olivia Nottebohm and Saori Casey to three-year terms ending at the 2029 Annual Meeting. They received 125,033,431 and 130,956,960 votes "for," respectively, with broker non-votes recorded. Stockholders also ratified PricewaterhouseCoopers LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, and approved, on a non-binding advisory basis, the compensation of the company’s named executive officers.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Class A shares outstanding: 24,028,908 shares Class B shares outstanding: 11,329,625 shares Class A shares present or by proxy: 20,842,533 shares +5 more

8 metrics

Class A shares outstanding 24,028,908 shares Class A Common Stock outstanding as of April 16, 2026 record date

Class B shares outstanding 11,329,625 shares Class B Common Stock outstanding as of April 16, 2026 record date

Class A shares present or by proxy 20,842,533 shares Class A Common Stock represented at 2026 Annual Meeting

Class B shares present or by proxy 11,235,106 shares Class B Common Stock represented at 2026 Annual Meeting

Votes for Olivia Nottebohm 125,033,431 votes Election as Class II director at 2026 Annual Meeting

Votes for Saori Casey 130,956,960 votes Election as Class II director at 2026 Annual Meeting

Votes for auditor ratification 133,132,040 votes Ratification of PricewaterhouseCoopers LLP for 2026 fiscal year

Votes for say-on-pay 130,615,480 votes Advisory approval of named executive officer compensation

Key Terms

Class B Common Stock, broker non-votes, independent registered public accounting firm, non-binding, advisory basis, +1 more

5 terms

Class B Common Stock financial

"AppFolio, Inc. had outstanding 24,028,908 shares of Class A Common Stock and 11,329,625 shares of Class B Common Stock."

A class B common stock is one of multiple types of a company’s ordinary shares that carries specific rights—often different voting power or dividend priority—compared with other classes. For investors it matters because those differences affect how much influence you have over company decisions, the income you might receive, and how freely the shares trade; think of it like owning a car with different keys: some keys let you start the engine and open the trunk, others only unlock the door.

broker non-votes financial

"At the Annual Meeting, the Class II directors were elected by the following votes ... Broker Non-Votes 2,013,745."

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

independent registered public accounting firm financial

"the ratification of the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026."

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

non-binding, advisory basis financial

"the approval, on a non-binding, advisory basis, of the compensation of the Company's named executive officers."

A non-binding, advisory basis means a recommendation or decision that carries no legal force and does not obligate the parties to act; it’s similar to a friendly suggestion rather than a signed promise. For investors, this matters because such guidance can influence market expectations and management plans but offers no guarantee of follow-through, so investors should treat it as informative input rather than a firm commitment.

record date financial

"As of April 16, 2026, the record date for the Annual Meeting (the “Record Date”), AppFolio, Inc. had outstanding shares of Class A and Class B Common Stock."

The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.

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Understanding 8-K Material Events →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): June 12, 2026

AppFolio, Inc.

(Exact name of registrant as specified in its chart

Delaware

(State or other jurisdiction of incorporation)

001-37468			26-0359894
(Commission File Number)			(IRS Employer Identification Number)

70 Castilian Drive

Santa Barbara, CA 93117

(Address of principal executive offices)

Registrant’s telephone number, including area code: (805) 364-6093

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol			Name of each exchange on which registered
Class A Common Stock, $0.0001 par value			APPF			NASDAQ Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07     Submission of Matters to a Vote of Security Holders.

The AppFolio, Inc. 2026 Annual Meeting of Stockholders (the “Annual Meeting”) was held on June 12, 2026. As of April 16, 2026, the record date for the Annual Meeting (the “Record Date”), AppFolio, Inc. (the "Company") had outstanding 24,028,908 shares of Class A Common Stock and 11,329,625 shares of Class B Common Stock. At the Annual Meeting, 20,842,533 shares of Class A Common Stock and 11,235,106 shares of Class B Common Stock were present virtually or represented by proxy. Each share of Class A Common Stock outstanding on the Record Date was entitled to one vote on each proposal presented at the Annual Meeting, and each share of Class B Common Stock outstanding on the Record Date was entitled to ten votes on each proposal presented at the Annual Meeting.

Following is a brief description of, and the final results of the voting on, each of the proposals voted upon at the Annual Meeting. The proposals are described in more detail in the Company's Definitive Proxy Statement on Schedule 14A, which was filed with the Securities and Exchange Commission on April 28, 2026.

Proposal 1 – Election of Class II Directors

The first proposal voted upon at the Annual Meeting was the election of two Class II directors, Olivia Nottebohm and Saori Casey, to a three-year term to hold office until the Company’s 2029 Annual Meeting of Stockholders, and until the date on which their respective successors are duly elected and qualified.

At the Annual Meeting, the Class II directors were elected by the following votes:

Name of Director						For						Withheld						Broker Non-Votes
Olivia Nottebohm						125,033,431						6,146,417						2,013,745
Saori Casey						130,956,960						222,888						2,013,745

Proposal 2 – Ratification of Appointment of Independent Registered Public Accounting Firm

The second proposal voted upon at the Annual Meeting was the ratification of the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026.

At the Annual Meeting, the proposal was approved by the following vote:

 

For						Against						Abstain						Broker Non-Votes
133,132,040						52,759						8,794						—

Proposal 3 – Advisory Vote on Named Executive Officer Compensation

    The third proposal voted upon at the Annual Meeting was the approval, on a non-binding, advisory basis, of the compensation of the Company's named executive officers.

    At the Annual Meeting, the proposal was approved by the following vote:

For						Against						Abstain						Broker Non-Votes
130,615,480						546,022						18,346						2,013,745

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			AppFolio, Inc.
Date: June 15, 2026			By: /s/ Evan Pickering
			Name: Evan Pickering
			Title: General Counsel

FAQ

What did AppFolio (APPF) report from its 2026 Annual Meeting?

AppFolio reported final voting results from its 2026 Annual Meeting. Stockholders elected two Class II directors, ratified PricewaterhouseCoopers LLP as auditor for 2026, and approved, on an advisory basis, the compensation of named executive officers, based on Class A and Class B voting power.

How many AppFolio (APPF) shares were entitled to vote at the 2026 meeting?

AppFolio had two classes of stock entitled to vote. As of April 16, 2026, there were 24,028,908 shares of Class A Common Stock and 11,329,625 shares of Class B Common Stock outstanding, each with different voting power per share on meeting proposals.

What was the voting outcome for AppFolio director elections in 2026?

Both Class II director nominees were elected. Olivia Nottebohm received 125,033,431 votes for and 6,146,417 withheld, while Saori Casey received 130,956,960 votes for and 222,888 withheld, with broker non-votes also reported for the election proposal.

Did AppFolio (APPF) stockholders ratify the company’s auditor for 2026?

Yes, stockholders ratified PricewaterhouseCoopers LLP as auditor. The appointment for the fiscal year ending December 31, 2026 received 133,132,040 votes for, 52,759 against, and 8,794 abstentions, with no broker non-votes reported on this proposal.

How did AppFolio (APPF) stockholders vote on executive compensation in 2026?

Stockholders approved executive compensation on an advisory basis. The say-on-pay proposal received 130,615,480 votes for, 546,022 against, and 18,346 abstentions, with 2,013,745 broker non-votes, indicating overall support for the named executive officers’ compensation structure.

What voting rights do AppFolio Class A and Class B shares have?

Class A and Class B shares carry different voting power. Each Class A Common Stock share was entitled to one vote per proposal, while each Class B Common Stock share was entitled to ten votes per proposal at the 2026 Annual Meeting of Stockholders.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.7 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 21.1 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.2 KB