Braze Annual Meeting: Say-on-Pay Passes with 98.8% Support

Rhea-AI Filing Summary

Braze (Nasdaq: BRZE) filed a Form 8-K reporting results of its 26 June 2025 Annual Meeting. Stockholders re-elected Phillip Fernandez and Fernando Machado as Class I directors through 2028, with 171.0 M and 171.7 M votes in favor, respectively. The say-on-pay proposal passed decisively (182.1 M for; 2.2 M against) and holders ratified Ernst & Young as independent auditor by 205.7 M votes for versus 88 K against. No other matters were presented and there were no unexpected outcomes or material corporate changes.

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.

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Accepted by SEC EDGAR 06/27/2025 - 04:06 PM Learn about SEC filing dates

FAQ

Which directors did BRZE shareholders re-elect at the 2025 annual meeting?

Shareholders re-elected Phillip Fernandez (171,014,313 for) and Fernando Machado (171,743,886 for) as Class I directors through 2028.

How did BRZE investors vote on executive compensation in 2025?

The advisory say-on-pay resolution received 182,145,161 votes for (≈98.8%), with 2,158,010 against and 82,304 abstentions.

Was Ernst & Young ratified as BRZE’s auditor for FY 2026?

Yes. 205,679,070 votes supported EY’s appointment, while 88,039 opposed and 43,921 abstained.

How many broker non-votes were recorded on each proposal for BRZE?

All three proposals reported 21,425,555 broker non-votes each, consistent with routine voting patterns.

Did the 2025 Braze annual meeting include any additional proposals or material changes?

No. Only director elections, the advisory say-on-pay vote and auditor ratification were presented; no other business was conducted.

FALSE000167623800016762382025-06-262025-06-26

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 26, 2025

______________________________________________________________

Braze, Inc.

(Exact name of registrant as specified in its charter)

______________________________________________________________

Delaware			001-41065						45-2505271
(State or Other Jurisdiction of Incorporation)			(Commission File Number)						(I.R.S. Employer Identification No.)

63 Madison Building

28 East 28th Street, Floor 12

New York, New York 10016

(Address of principal executive offices, including zip code) 

(609) 964-0585

(Registrant's telephone number, including area code)

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:

☐ 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(s)			Name of each exchange on which registered
Class A common stock, par value $0.0001 per share			BRZE			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.

☐

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

On June 26, 2025, Braze, Inc. (the “Company”) held its Annual Meeting of Stockholders (“Annual Meeting”). At the Annual Meeting, the Company’s stockholders voted on the three proposals set forth below. A more detailed description of each proposal is set forth in the Company’s Proxy Statement filed with the Securities and Exchange Commission on May 15, 2025 (the “Proxy Statement”).

Proposal 1 — Election of Directors

Phillip Fernandez and Fernando Machado were each elected to serve as a Class I director of the Company’s Board of Directors until the 2028 Annual Meeting of Stockholders and until his successor is duly elected or until his or her earlier resignation or removal by the following votes:

Nominee			Votes For			Votes Withheld			Broker Non-Votes
Phillip Fernandez			171,014,313			13,371,162			21,425,555
Fernando Machado			171,743,886			12,641,589			21,425,555

Proposal 2 — Approval, on a Non-Binding, Advisory Basis, of the Compensation of the Company’s Named Executive Officers

The Company’s stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed in the Proxy Statement, by the following votes:

Votes For			Votes Against			Abstentions			Broker Non-Votes
182,145,161			2,158,010			82,304			21,425,555

Proposal 3 — Ratification of the Selection of Independent Registered Public Accounting Firm

The Company’s stockholders ratified the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 31, 2026 by the following votes:

Votes For			Votes Against			Abstentions
205,679,070			88,039			43,921

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 hereunto duly authorized.

BRAZE, INC.

By:    /s/Susan Wiseman        

Susan Wiseman

General Counsel

Dated: June 27, 2025