Commerce.com (NASDAQ: CMRC) outlines 2026 annual shareholder voting outcomes

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Commerce.com, Inc. reported the results of its annual stockholder meeting held on May 14, 2026. For the Class III director elections, Donald E. Clarke received 28,873,697 votes for and 15,829,258 votes withheld, while Ellen Siminoff received 30,568,355 votes for and 14,134,600 votes withheld. Each director vote included 15,233,039 broker non-votes.

Stockholders cast 58,871,277 votes for ratifying the appointment of Ernst & Young LLP as independent registered public accounting firm, with 1,022,291 votes against and 42,426 abstentions. In the advisory vote on named executive officer compensation, 41,815,910 votes were for, 2,042,635 against, 844,410 abstaining, and 15,233,039 broker non-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

Votes for Clarke: 28,873,697 votes Votes for Siminoff: 30,568,355 votes Auditor ratification for votes: 58,871,277 votes +3 more

6 metrics

Votes for Clarke 28,873,697 votes Election of Class III director Donald E. Clarke

Votes for Siminoff 30,568,355 votes Election of Class III director Ellen Siminoff

Auditor ratification for votes 58,871,277 votes Ratification of Ernst & Young LLP for fiscal year ending December 31, 2026

Auditor ratification against votes 1,022,291 votes Ratification of Ernst & Young LLP

Say-on-pay for votes 41,815,910 votes Advisory vote on named executive officer compensation

Say-on-pay against votes 2,042,635 votes Advisory vote on named executive officer compensation

Key Terms

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

5 terms

broker non-votes financial

"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 financial

"Ratification of the appointment of Ernst & Young LLP as our 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 financial

"Advisory vote on 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.

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.

Annual Meeting of Stockholders financial

"held its Annual Meeting of Stockholders"

Understanding 8-K Material Events →

05/14/2026 - 04:21 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): May 14, 2026

Commerce.com, Inc.

(Exact name of registrant as specified in charter)

     Delaware

     001-39423

     46-2707656

     (State or Other Jurisdiction of
 Incorporation)

     (Commission File Number)

     (I.R.S. Employer Identification
 Number)

11920 Alterra Parkway
D11 /o Suite 100

8th Floor
Austin, Texas 78758

(Address of principal executive offices, including zip code)

(512) 865-4500

(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
Series 1 Common Stock, $0.0001 par value per share	CMRC	The Nasdaq Global Market
Series A Junior Participating Preferred Stock, par value $0.0001 per share	N/A	The Nasdaq Global Market

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 May 14, 2026, Commerce.com, Inc. (the “Company”) held its Annual Meeting of Stockholders. The matters voted upon at the meeting and the results of those votes were as follows:

Proposal 1 – Election of Class III Directors to serve a term of three years:


	Votes For	Votes Withheld	Broker Non-Votes
Donald E. Clarke	28,873,697	15,829,258	15,233,039
Ellen Siminoff	30,568,355	14,134,600	15,233,039

Proposal 2 – Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026:


Votes For	Votes Against	Votes Abstaining	Broker Non-Votes
58,871,277	1,022,291	42,426	–

Proposal 3 – Advisory vote on the compensation of the Company’s named executive officers:


Votes For	Votes Against	Votes Abstaining	Broker Non-Votes
41,815,910	2,042,635	844,410	15,233,039

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.		Description
104		Cover page interactive data file (embedded within the inline XBRL document).

SIGNATURES

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.


	Commerce.com, Inc.


Date: May 14, 2026	By:	/s/ Chuck Cassidy
		Chuck Cassidy
		General Counsel

Source: View Original Filing on SEC EDGAR

FAQ

What did Commerce.com (CMRC) shareholders vote on at the 2026 annual meeting?

Shareholders voted on electing two Class III directors, ratifying Ernst & Young LLP as independent registered public accounting firm for 2026, and an advisory vote on compensation for named executive officers. Each item received detailed vote tallies, including broker non-votes where applicable.

How many votes did Commerce.com (CMRC) director Donald E. Clarke receive?

Donald E. Clarke received 28,873,697 votes for election and 15,829,258 votes withheld, with 15,233,039 broker non-votes recorded. These figures show the distribution of support and withheld votes among shares entitled to vote on his Class III director position.

How did Commerce.com (CMRC) shareholders vote on Ernst & Young LLP as auditor?

Shareholders cast 58,871,277 votes for ratifying Ernst & Young LLP as independent registered public accounting firm, 1,022,291 votes against, and 42,426 abstentions. No broker non-votes were recorded on this proposal, since it is typically considered a routine matter for brokers.

What were the results of Commerce.com (CMRC) say-on-pay advisory vote?

In the advisory vote on named executive officer compensation, shareholders cast 41,815,910 votes for, 2,042,635 votes against, and 844,410 abstentions, with 15,233,039 broker non-votes. This non-binding vote provides feedback on the company’s executive pay practices for the disclosed period.

How many votes did Commerce.com (CMRC) director Ellen Siminoff receive?

Ellen Siminoff received 30,568,355 votes for election and 14,134,600 votes withheld, along with 15,233,039 broker non-votes. These results reflect shareholder voting on her continued service as a Class III director with a three-year term.

Filing Exhibits & Attachments

1 document