Braze (NASDAQ: BRZE) updates charter and reports 2026 shareholder voting outcomes
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Braze, Inc. reported the results of its Annual Meeting of Stockholders and changes to its charter. Stockholders re-elected Neeraj Agrawal and Yvonne Wassenaar as Class II directors, with Agrawal receiving 53,707,228 votes for and Wassenaar 67,108,903 votes for, each with broker non-votes recorded.
Stockholders approved, on a non-binding advisory basis, the compensation of the company’s named executive officers with 50,250,483 votes for and 17,942,060 against. They also ratified Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending January 31, 2027. In addition, stockholders approved an amendment to the Amended and Restated Certificate of Incorporation to provide for officer exculpation as permitted by Delaware law, after which Braze filed an Amended and Restated Certificate of Incorporation to implement these governance updates.
Positive
- None.
Negative
- None.
8-K Event Classification
3 items: 5.03, 5.07, 9.01
3 items
Item 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
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
Director vote – Neeraj Agrawal: 53,707,228 votes for
Director vote – Yvonne Wassenaar: 67,108,903 votes for
Say-on-pay approval votes for: 50,250,483 votes for
+4 more
7 metrics
Director vote – Neeraj Agrawal
53,707,228 votes for
Election of Class II director at 2026 Annual Meeting
Director vote – Yvonne Wassenaar
67,108,903 votes for
Election of Class II director at 2026 Annual Meeting
Say-on-pay approval votes for
50,250,483 votes for
Non-binding advisory vote on executive compensation
Auditor ratification votes for
93,327,315 votes for
Ratification of Ernst & Young LLP for FY ending Jan 31, 2027
Officer exculpation amendment votes for
64,523,128 votes for
Approval of charter amendment for officer exculpation
Officer exculpation votes against
3,753,183 votes against
Charter amendment for officer exculpation
Broker non-votes on key items
26,248,552 broker non-votes
Director elections, say-on-pay, officer exculpation proposal
Key Terms
Amended and Restated Certificate of Incorporation, fiduciary duty of care, non-binding, advisory basis, independent registered public accounting firm, +2 more
6 terms
Amended and Restated Certificate of Incorporation regulatory
"filed an Amended and Restated Certificate of Incorporation (the “Restated Certificate”)"
A company’s amended and restated certificate of incorporation is an updated version of its foundational legal charter that replaces the older document and folds in all changes into one clear copy; it spells out corporate structure, classes of stock, shareholder rights and key governance rules. Investors care because it can change who controls the company, how votes are counted, what claims shareholders have on assets or dividends, and can introduce or remove protections against takeovers—like updating a house title after a major renovation to show who owns what and under what rules.
fiduciary duty of care financial
"eliminate the monetary liability of specified officers for breaches of the fiduciary duty of care"
non-binding, advisory basis regulatory
"approved, on a non-binding, advisory basis, 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.
independent registered public accounting firm financial
"ratified the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm"
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.
broker non-votes financial
"Votes For | Votes Against | Abstentions | 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.
exculpation of officers regulatory
"approved an amendment ... to provide for the exculpation of officers as permitted by amendments to Delaware law"
FAQ
What corporate governance changes did Braze (BRZE) report in this 8-K?
Braze adopted an Amended and Restated Certificate of Incorporation that removes obsolete Class B-related provisions and adds officer exculpation for monetary liability for duty-of-care breaches, to the fullest extent allowed under Delaware law, as approved by stockholders.
Which directors were elected at Braze (BRZE)’s 2026 Annual Meeting?
Stockholders elected Neeraj Agrawal and Yvonne Wassenaar as Class II directors to serve until the 2029 Annual Meeting of Stockholders, or until their successors are duly elected or they resign or are removed earlier.
How did Braze (BRZE) stockholders vote on executive compensation?
Stockholders approved, on a non-binding advisory basis, the compensation of Braze’s named executive officers, with 50,250,483 votes for, 17,942,060 against, 99,285 abstentions, and 26,248,552 broker non-votes recorded at the meeting.
Who is Braze (BRZE)’s independent auditor for the fiscal year ending January 31, 2027?
Stockholders ratified the selection of Ernst & Young LLP as Braze’s independent registered public accounting firm for the fiscal year ending January 31, 2027, with 93,327,315 votes for, 903,667 against, and 309,606 abstentions.
What was approved regarding officer exculpation at Braze (BRZE)?
Stockholders approved an amendment to Braze’s Amended and Restated Certificate of Incorporation to provide for the exculpation of specified officers from monetary liability for breaches of the fiduciary duty of care, to the extent permitted by Delaware law.
Did Braze (BRZE) retire its Class B common stock before this filing?
The company’s Restated Certificate removes provisions that were no longer operable after retirement of Braze’s Class B Common Stock, which had been effected through a prior Certificate of Retirement filed on January 30, 2026 in Delaware.