Chime Financial (NASDAQ: CHYM) holders approve board, auditor and annual say-on-pay

Rhea-AI Filing Summary

Chime Financial, Inc. held its 2026 Annual Meeting of Stockholders, where investors approved all management proposals. Three Class I directors — Christopher Britt, Shawn Carolan, and James Dunne — were elected to serve until the 2029 Annual Meeting, each receiving strong majority support.

Stockholders also ratified Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026. In a non-binding advisory vote, investors approved the compensation of the company’s named executive officers and expressed a preference for holding future advisory votes on executive pay every one year. The Board adopted this annual frequency until the next required vote on say-on-pay frequency.

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

Votes for Christopher Britt: 669,932,083 shares Votes for Shawn Carolan: 691,382,248 shares Votes for James Dunne: 667,719,395 shares +3 more

6 metrics

Votes for Christopher Britt 669,932,083 shares Election as Class I director at 2026 Annual Meeting

Votes for Shawn Carolan 691,382,248 shares Election as Class I director at 2026 Annual Meeting

Votes for James Dunne 667,719,395 shares Election as Class I director at 2026 Annual Meeting

Auditor ratification votes for EY 812,274,646 shares Ratification of Ernst & Young LLP for fiscal year ending December 31, 2026

Say-on-pay votes for 685,837,192 shares Advisory approval of named executive officer compensation

Support for 1-year say-on-pay frequency 691,498,616 shares Advisory vote on frequency of executive compensation votes

Key Terms

emerging growth company, independent registered public accounting firm, non-binding advisory basis, broker non-votes, +1 more

5 terms

emerging growth company regulatory

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

independent registered public accounting firm financial

"to ratify the appointment 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.

non-binding advisory basis regulatory

"to approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers"

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.

broker non-votes financial

"For | Against | Abstain | 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.

Annual Meeting of Stockholders financial

"On June 2, 2026, at the 2026 Annual Meeting of Stockholders"

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Understanding 8-K Material Events →

0001795586false00017955862026-06-022026-06-020001795586exch:XNAS2026-06-022026-06-02

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

June 2, 2026

Date of Report (date of earliest event reported)

___________________________________

Chime Financial, Inc.

(Exact name of registrant as specified in its charter)

___________________________________

Delaware (State or other jurisdiction of incorporation or organization)			001-42693 (Commission File Number)			46-0925388 (I.R.S. Employer Identification Number)
101 California Street, Suite 500 San Francisco, CA 94111
(Address of principal executive offices and zip code)
(844) 244-6363
(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			Name of each exchange on which registered
Class A common stock, par value $0.0001			CHYM			The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.

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 2, 2026, at the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Chime Financial, Inc. (the “Company”), the Company’s stockholders voted upon the following proposals described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 17, 2026: (1) to elect three nominees as Class I directors, to hold office until the 2029 Annual Meeting of Stockholders and until their successors are duly elected and qualified; (2) to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026; (3) to approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers; and (4) to select, on a non-binding advisory basis, whether future advisory votes on the compensation of the Company's named executive officers should be held every one, two, or three years.

The final voting results with respect to each proposal are as set forth below.

(1) Proposal for the election of three Class I directors:

						For						Against						Abstain						Broker Non-Votes
Christopher Britt						669,932,083						22,666,650						115,016						120,030,740
Shawn Carolan						691,382,248						1,170,676						160,825						120,030,740
James Dunne						667,719,395						24,832,777						161,577						120,030,740

Based on the votes set forth above, each director nominee was duly elected to serve until the 2029 Annual Meeting of Stockholders and until his or her successor is duly elected and qualified.

(2) Proposal to ratify Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026:

For						Against						Abstain
812,274,646						316,594						153,249

Based on the votes set forth above, the stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

(3) Proposal to approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers:

For						Against						Abstain						Broker Non-Votes
685,837,192						6,658,614						217,943						120,030,740

Based on the votes set forth above, the stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers.

(4) Proposal to select, on a non-binding advisory basis, whether future advisory votes on the compensation of the Company’s named executive officers should be held every one, two, or three years:

1 Year						2 Years						3 Years						Abstain						Broker Non-Votes
691,498,616						17,654						209,974						987,505						120,030,740

Based on the votes set forth above, the stockholders advised that they were in favor of every one year as the frequency of holding a non-binding advisory vote on named executive officer compensation. Based on the results of the vote, and consistent with the recommendation of the Company’s Board of Directors (the “Board”), the Board has determined to hold a non-binding advisory vote regarding named executive officer compensation every one year until the next required non-binding advisory vote on the frequency of holding future votes regarding named executive officer compensation.

SIGNATURE

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

						Chime Financial, Inc.
June 4, 2026						By:			/s/ Adam Frankel
						Name:			Adam Frankel
						Title:			General Counsel and Corporate Secretary

FAQ

What did Chime Financial (CHYM) stockholders approve at the 2026 Annual Meeting?

Stockholders elected three Class I directors, ratified Ernst & Young LLP as auditor, approved executive compensation on an advisory basis, and recommended that future say-on-pay advisory votes be held every year. All proposals received strong majority support.

Which directors were elected at Chime Financial’s 2026 Annual Meeting?

Christopher Britt, Shawn Carolan, and James Dunne were elected as Class I directors to serve until the 2029 Annual Meeting. Each nominee received substantially more votes “For” than “Against,” confirming broad stockholder backing for the current Board slate.

Did Chime Financial (CHYM) stockholders ratify Ernst & Young as auditor?

Yes. Stockholders ratified Ernst & Young LLP as Chime Financial’s independent registered public accounting firm for the fiscal year ending December 31, 2026. Votes in favor significantly exceeded votes against and abstentions, signaling strong support for the existing audit relationship.

How did Chime Financial stockholders vote on executive compensation (say-on-pay)?

Stockholders approved, on a non-binding advisory basis, the compensation of Chime Financial’s named executive officers, with votes “For” materially exceeding “Against.” This advisory approval reflects stockholder support for the company’s current executive pay programs and policies.

What say-on-pay vote frequency did Chime Financial (CHYM) investors prefer?

Investors advised, on a non-binding basis, that say-on-pay votes should occur every one year, receiving far more support than two- or three-year options. The Board decided to hold annual advisory votes on executive compensation until the next required frequency vote.

How many broker non-votes were recorded on Chime Financial’s key proposals?

Broker non-votes totaled 120,030,740 shares on the director elections, the say-on-pay proposal, and the say-on-pay frequency proposal. Broker non-votes occur when brokers cannot vote uninstructed shares on certain non-routine matters but do not count as votes against.

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 2.1 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT 14.5 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 25.3 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 15.1 KB