Appian (NASDAQ: APPN) investors approve directors, pay and equity plan

Rhea-AI Filing Summary

Appian Corporation reported the results of its virtual 2026 annual meeting of stockholders. Of 74,363,075 Class A and Class B shares outstanding on April 8, 2026, 65,563,774 were present, representing about 92.79% of the combined voting power, which established a quorum.

Stockholders elected all eight director nominees and ratified BDO USA, P.C. as independent auditor for the year ending December 31, 2026. They also approved, on an advisory basis, executive compensation and indicated a preference for an annual advisory vote on pay.

In addition, stockholders approved the amended and restated 2017 Equity Incentive Plan, supporting continued use of equity-based compensation. The company plans to hold say-on-pay votes every year until the next required vote on frequency or a change by the board.

Insights

Corporate governance analyst

All 2026 Appian meeting proposals passed with strong support.

Stockholders of Appian Corporation backed all five items at the 2026 annual meeting, including director elections, auditor ratification, executive pay, voting frequency on pay, and the amended and restated 2017 Equity Incentive Plan. Turnout represented about 92.79% of combined voting power, indicating broad participation.

The approval of the equity incentive plan supports continued stock-based compensation, which can align management and stockholder interests when structured carefully. An annual advisory vote on executive compensation provides recurring feedback on pay practices, although these votes remain non-binding and advisory in nature.

Because these outcomes largely reaffirm existing governance structures and compensation approaches, the immediate investment impact appears limited. Future proxy materials and related filings will provide more detail on how the updated equity plan is implemented and how stockholders respond to subsequent say-on-pay votes.

8-K Event Classification

2 items: 5.07, 9.01

2 items

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.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Shares present at meeting: 65,563,774 shares Shares outstanding on record date: 74,363,075 shares Voting power represented: 92.79% +3 more

6 metrics

Shares present at meeting 65,563,774 shares Class A and B shares present at annual meeting

Shares outstanding on record date 74,363,075 shares Class A and B outstanding as of April 8, 2026

Voting power represented 92.79% Combined voting power present at annual meeting

Auditor ratification votes For 328,493,007 votes Votes For ratifying BDO USA, P.C. as 2026 auditor

Say-on-pay votes For 321,617,550 votes Advisory approval of executive compensation

Equity plan approval votes For 303,474,350 votes Approval of amended and restated 2017 Equity Incentive Plan

Key Terms

broker non-votes, non-binding advisory basis, Equity Incentive Plan, quorum, +1 more

5 terms

broker non-votes financial

"Name | Votes For | Votes Withheld | Broker Non-Votes"

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.

non-binding advisory basis financial

"approved, on a non-binding advisory basis, Proposal 3"

A non-binding advisory basis is guidance or a recommendation offered for informational purposes that does not create legal obligations or guarantees; recipients can accept, modify, or ignore it without contractual consequences. Investors should treat it like a weather forecast for planning—useful for forming expectations and assessing risk, but not a firm promise—so they should verify assumptions, seek confirming information, and avoid relying on it as the sole basis for investment decisions.

Equity Incentive Plan financial

"approval of the amended and restated 2017 Equity Incentive Plan"

An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.

quorum financial

"which constituted a quorum for the transaction of business"

A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.

independent registered public accounting firm financial

"as the independent registered public accounting firm of the Company"

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.

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Understanding 8-K Material Events →

false000144168300014416832026-06-082026-06-08

 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 3, 2026

Appian Corporation

(Exact name of Registrant as Specified in Its Charter)

Delaware						001-38098			54-1956084
(State or Other Jurisdiction of Incorporation)						(Commission File Number)			(I.R.S. Employer  Identification No.)
7950 Jones Branch Drive McLean, VA									22102
(Address of Principal Executive Offices)									(Zip Code)

Registrant’s Telephone Number, Including Area Code: (703) 442-8844

Not Applicable

(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 (see General Instructions A.2. below):

☐    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 Exchange Act:

Title of each class			Trading symbol			Name of each exchange on which registered
Class A Common Stock			APPN			The Nasdaq Stock Market LLC

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. o 

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

On June 3, 2026, the Company held a virtual annual meeting of stockholders (the “Annual Meeting”). There were 65,563,774 shares of Class A and Class B common stock of the 74,363,075 shares of Class A and Class B common stock outstanding on April 8, 2026 (the “Record Date”) present at the Annual Meeting in person or by proxy, which represented approximately 92.79% of the combined voting power of the shares of Class A common stock and Class B common stock entitled to vote at the Annual Meeting (voting together as a single class), and which constituted a quorum for the transaction of business. Holders of the Company’s Class A common stock were entitled to one vote for each share held as of the close of business on the Record Date, and holders of the Company’s Class B common stock were entitled to ten votes for each share held as of the Record Date.

At the Annual Meeting, the Company’s stockholders voted on the following five proposals: (i) election of eight nominees to serve as directors until the 2027 annual meeting of stockholders and until their respective successors are elected and qualified (“Proposal 1”); (ii) ratification of the selection by the Audit Committee of the Company’s Board of Directors of BDO USA, P.C. as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2026 (“Proposal 2”); (iii) approval, on an advisory basis, of the compensation of the Company's named executive officers as described in the Company’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on April 22, 2026 (“Proposal 3”); (iv) indication of the preferred frequency of future stockholder advisory votes on named executive office compensation ("Proposal 4"); and (v) approval of the amended and restated 2017 Equity Incentive Plan ("Proposal 5"). The final results of the voting on each proposal are set forth below.

Proposal 1 – Election of Directors

The Company’s stockholders elected all nominees for director. The votes were cast as follows:

Name						Votes For						Votes Withheld						Broker Non-Votes
Matthew Calkins						316,583,373						5,707,344						6,336,379
Michael Beckley						316,664,296						5,626,421						6,336,379
Robert C. Kramer						316,694,476						5,596,241						6,336,379
Shirley A. Edwards						315,706,899						6,583,818						6,336,379
Carl "Boe" Hartman II						321,883,825						406,892						6,336,379
Barbara "Bobbie" Kilberg						310,152,726						12,137,991						6,336,379
David Link						322,080,474						210,243						6,336,379
Mark Lynch						317,056,136						5,234,581						6,336,379

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

The Company’s stockholders approved Proposal 2. The votes were cast as follows:

Votes For						Votes Against						Abstained
328,493,007						64,169						69,920

Proposal 3 – Advisory Vote on Executive Compensation

The Company’s stockholders approved, on a non-binding advisory basis, Proposal 3. The votes were cast as follows:

Votes For						Votes Against						Abstained						Broker Non-Votes
321,617,550						630,831						42,336						6,336,379

Proposal 4 - Advisory Vote on the Frequency of Future Advisory Votes on Named Executive Officer Compensation

The Company's stockholders indicated, on a non-binding advisory basis, the preferred frequency for the solicitation of future advisory stockholder approval of compensation paid to the Company's named executive officers be held every year. The votes were cast as follows:

1 year						2 years						3 years						Abstained
322,210,378						16,527						17,032						46,780

Consistent with the stockholder voting results above and the recommendation of the Board of Directors of the Company as disclosed in the Company’s proxy statement for the Annual Meeting, the Company has determined to solicit a non-binding advisory vote on the compensation of the Company’s named executive officers every year until the next required stockholder vote on the frequency of such non-binding advisory vote or until the Board of Directors of the Company determines that a different frequency of such non-binding advisory vote is in the best interest of the Company’s stockholders.

Proposal 5 - Approval of the Amended and Restated 2017 Equity Incentive Plan

The Company's stockholders approved Proposal 5. The votes were cast as follows:

Votes For						Votes Against						Abstained						Broker Non-Votes
303,474,350						18,783,302						33,065						6,336,379

Item 9.01 Financial Statements and Exhibits.

Exhibit No.						Description
10.1						Amended and Restated 2017 Equity Plan (incorporated by reference to Appendix B to the Company's Definitive Proxy Statement on Schedule 14A, filed on April 22, 2026)

SIGNATURES

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 thereunto duly authorized.

						Appian Corporation
Date: June 8, 2026						By:			/s/ Srdjan Tanjga
									Srdjan Tanjga
									Chief Financial Officer

FAQ

What did Appian (APPN) stockholders vote on at the 2026 annual meeting?

Appian stockholders voted on five proposals: electing eight directors, ratifying BDO USA, P.C. as auditor for 2026, approving executive compensation on an advisory basis, selecting the frequency of future say-on-pay votes, and approving the amended and restated 2017 Equity Incentive Plan.

Were all director nominees elected at Appian (APPN)'s 2026 annual meeting?

Yes, all eight director nominees were elected. Each candidate, including Matthew Calkins and other board members, received more votes "For" than "Withheld," with additional broker non-votes reported, confirming stockholder support for the existing board composition.

Did Appian (APPN) stockholders approve executive compensation in 2026?

Stockholders approved executive compensation on an advisory basis. Proposal 3 received 321,617,550 votes For, 630,831 Against, and 42,336 Abstentions, with 6,336,379 broker non-votes, indicating strong support for the company’s named executive officer compensation program.

What frequency did Appian (APPN) investors choose for future say-on-pay votes?

Investors indicated a preference for annual say-on-pay votes. Proposal 4 received 322,210,378 votes for 1 year, compared with 16,527 for 2 years, 17,032 for 3 years, and 46,780 Abstentions, leading the company to plan annual advisory votes on executive compensation.

Was Appian (APPN)'s amended and restated 2017 Equity Incentive Plan approved?

Yes, stockholders approved the amended and restated 2017 Equity Incentive Plan. Proposal 5 received 303,474,350 votes For, 18,783,302 Against, 33,065 Abstentions, and 6,336,379 broker non-votes, authorizing continued use of equity-based awards under the updated plan.

Did Appian (APPN) stockholders ratify the auditor for fiscal year 2026?

Stockholders ratified BDO USA, P.C. as Appian’s auditor. Proposal 2 received 328,493,007 votes For, 64,169 Against, and 69,920 Abstentions, confirming BDO USA, P.C. as the independent registered public accounting firm for the fiscal year ending December 31, 2026.

Filing Exhibits & Attachments

3 documents

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