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ChargePoint details 2026 vote results, alters director pay

ChargePoint Holdings, Inc. reported results of its 2026 Annual Meeting of Stockholders held on July 21, 2026.

(Moderate)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

ChargePoint Holdings, Inc. reported results of its 2026 Annual Meeting of Stockholders held on July 21, 2026. A total of 14,165,451 common shares, or approximately 54.7% of shares entitled to vote, were represented in person or by proxy. Stockholders elected Class III directors Bruce Chizen, Michael Linse, and Richard “Rick” Wilmer to terms ending at the 2029 annual meeting.

Stockholders ratified PricewaterhouseCoopers LLP as independent registered public accounting firm for the fiscal year ending January 31, 2027, with 13,778,952 votes for and 240,397 against. An advisory resolution approving compensation of named executive officers received 4,148,747 votes for and 708,280 against. Separately, the board approved an amended compensation program under which non-employee directors’ annual retainers will be paid in shares of common stock rather than cash, effective July 21, 2026.

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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 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Shares represented 14,165,451 shares Common stock represented at the 2026 Annual Meeting of Stockholders
Meeting participation 54.7% Approximate percentage of total shares entitled to vote represented at the 2026 meeting
Votes for Richard "Rick" Wilmer 4,323,069 Votes for election as a Class III director at the 2026 Annual Meeting
Votes for PwC ratification 13,778,952 Support to ratify PricewaterhouseCoopers LLP as independent registered public accounting firm
Votes against PwC ratification 240,397 Votes against ratifying PricewaterhouseCoopers LLP as independent auditor
Votes for say-on-pay 4,148,747 Advisory approval of compensation of named executive officers
Broker non-votes on proposals 9,223,102 Broker non-votes on director election and say-on-pay proposals
Broker Non-Votes regulatory
"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.
independent registered public accounting firm regulatory
"ratified the appointment of PricewaterhouseCoopers 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.
Advisory Vote regulatory
"Advisory Vote to Approve the Compensation of the Company's Named Executive Officers"
An advisory vote is a shareholder poll that expresses investors’ approval or concern about a company’s policy, executive pay, board decisions or other governance matters but does not legally force the company to act. Think of it like a customer survey: it signals investor sentiment and can pressure management to change course, so investors watch the result as a guide to future governance, risk and potential shifts in strategy.
Compensation and Organizational Development Committee financial
"upon recommendation from the Compensation and Organizational Development Committee, the Board of Directors"
Emerging growth company regulatory
"Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What shareholder turnout did ChargePoint (CHPT) report for the 2026 annual meeting?

ChargePoint reported that 14,165,451 common shares were represented, equal to approximately 54.7% of shares entitled to vote. This reflects the quorum present in person or by proxy at the 2026 Annual Meeting of Stockholders.

Which directors were elected at ChargePoint (CHPT)’s 2026 annual meeting and for how long?

Stockholders elected Bruce Chizen, Michael Linse, and Richard “Rick” Wilmer as Class III directors. They are expected to serve until the 2029 Annual Meeting of Stockholders and until their successors are elected and qualified or earlier departure events occur.

How did ChargePoint (CHPT) shareholders vote on ratifying PricewaterhouseCoopers LLP as auditor?

Shareholders strongly supported PwC, with 13,778,952 votes for, 240,397 votes against, and 146,102 abstentions. This ratifies PricewaterhouseCoopers LLP as ChargePoint’s independent registered public accounting firm for the fiscal year ending January 31, 2027.

What were the results of ChargePoint (CHPT)’s 2026 say-on-pay advisory vote?

The advisory vote on executive compensation received 4,148,747 votes for, 708,280 votes against, and 85,322 abstentions, with 9,223,102 broker non-votes. Stockholders therefore approved, on an advisory basis, the compensation of the company’s named executive officers.

What change did ChargePoint (CHPT) make to non-employee director compensation?

The board approved an amended program effective July 21, 2026 that primarily shifts annual retainer fees for non-employee directors into shares of common stock instead of cash. This Amended Compensation Program followed a recommendation from the Compensation and Organizational Development Committee.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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 Earliest Event Reported): July 21, 2026
  
ChargePoint Holdings, Inc.
(Exact name of registrant as specified in its charter) 
  
Delaware 001-39004 84-1747686
(State or Other Jurisdiction
of Incorporation)
 (Commission
File Number)
 (IRS Employer
Identification No.)
254 East Hacienda Avenue
Campbell, CA
 95008
(Address of Principal Executive Offices) (Zip Code)
(408841-4500
(Registrant’s telephone number, including area code)
240 East Hacienda Avenue, Campbell, CA 95008
(Former name, former address and former fiscal year, 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
Common Stock, par value $0.0001 CHPT New York Stock Exchange
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 July 21, 2026, ChargePoint Holdings, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, 14,165,451 shares of the Company’s common stock, or approximately 54.7% of the total shares entitled to vote, were represented in person or by proxy. The matters before the Annual Meeting were described in more detail in the Company’s definitive 2026 Proxy Statement filed with the United States Securities and Exchange Commission on May 28, 2026 (the “2026 Proxy Statement”). The vote results detailed below represent final results as certified by the Inspector of Election.
Proposal One--Election of Directors. The stockholders elected the following nominees as Class III directors to serve until the 2029 Annual Meeting of Stockholders and until the election and qualification of their respective successors or their earlier death, disqualification, resignation or removal.

NomineeVotes ForVotes WithheldBroker Non-Votes
Bruce Chizen4,254,847687,5029,223,102
Michael Linse4,318,474623,8759,223,102
Richard "Rick" Wilmer4,323,069619,2809,223,102
Proposal Two--Ratification of Selection of Independent Registered Public Accounting Firm. The stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the Company's fiscal year ending January 31, 2027.
Votes ForVotes AgainstAbstentions
13,778,952240,397146,102
Proposal Three--Advisory Vote to Approve the Compensation of the Company's Named Executive Officers. The stockholders approved, on an advisory basis, the compensation of the Company's named executive officers as disclosed in the 2026 Proxy Statement.
Votes ForVotes AgainstAbstentionsBroker Non-Votes
4,148,747708,28085,3229,223,102

Item 8.01.    Other Events.
Amended Compensation Program for Non-Employee Directors

As part of the Company’s regular review of the corporate governance and compensation practices of the Company and upon recommendation from the Compensation and Organizational Development Committee, the Board of Directors of the Company (the “Board”) approved an amended Compensation Program for Non-Employee Directors (“Amended Compensation Program”) effective as of July 21, 2026, primarily to approve payment of annual retainer fees in shares of the Company's common stock rather than a cash basis. The foregoing description of the Amended Compensation Program is not complete and is subject to and qualified in its entirety by reference to the Amended Compensation Program, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Item 9.01.    Financial Statements and Exhibits.
(d) Exhibits
 
Exhibit No. Description of Exhibit
10.1 
ChargePoint Holdings, Inc. Compensation Program for Non-Employee Directors, effective as of July 21, 2026.
104Cover Page Interactive Data File (embedded within the Inline XBRL document)







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.
 
CHARGEPOINT HOLDINGS, INC.
By: /s/ Mansi Khetani
 Name: Mansi Khetani
 Title: Chief Financial Officer
Date: July 22, 2026

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