0001679788FALSE00016797882026-06-162026-06-16
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 16, 2026
Coinbase Global, Inc.
(Exact name of registrant as specified in its charter)
| | | | | | | | |
| Texas | 001-40289 | 46-4707224 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| | | | | | | | | | | |
One Madison Avenue Suite 2400 New York, NY | | |
| |
| 10010 |
(Address of principal executive offices)1 | | (Zip Code) |
Not Applicable
(Registrant’s telephone number, including area code)1
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 (see General Instructions A.2. below):
| | | | | |
| ☐ | 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, $0.00001 par value | COIN | The Nasdaq Stock Market LLC |
1 We are a remote-first company. Accordingly, we do not maintain a headquarters. We are including this address solely for the purpose of satisfying the Securities and Exchange Commission’s request. Shareholder communications may also be sent to the email address: secretary@coinbase.com.
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 16, 2026, Coinbase Global, Inc. (the “Company”) held its 2026 annual meeting of shareholders (the “Annual Meeting”). The Company’s shareholders voted on two proposals at the Annual Meeting, each of which is described below as well as more fully in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 24, 2026 (the “Proxy Statement”). Holders of the Company’s Class A common stock were entitled to one vote for each share held as of the close of business on April 21, 2026 (the “Record Date”), and holders of the Company’s Class B common stock were entitled to twenty votes for each share held as of the close of business on the Record Date. The Class A common stock and Class B common stock voted as a single class on all matters at the Annual Meeting.
At the Annual Meeting, the Company’s shareholders voted on the following proposals:
1.To elect Brian Armstrong, Marc L. Andreessen, Christa Davies, Frederick Ernest Ehrsam III, Kelly A. Kramer, Chris Lehane, Tobias Lütke, Gokul Rajaram, and Fred Wilson to serve until the Company’s 2027 annual meeting of shareholders and until such director’s successor is duly elected and qualified.
2.To ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026.
The final voting results for each of these proposals are as follows:
| | | | | | | | | | | |
Proposal 1: Election of Directors. |
| | | |
Nominee | Votes For | Votes Withheld | Broker Non-Votes |
| Brian Armstrong | 898,437,834 | 19,320,961 | 45,027,927 |
| Marc L. Andreessen | 891,421,389 | 26,337,406 | 45,027,927 |
| Christa Davies | 916,409,325 | 1,349,470 | 45,027,927 |
Frederick Ernest Ehrsam III | 890,508,237 | 27,250,558 | 45,027,927 |
| Kelly A. Kramer | 912,697,381 | 5,061,414 | 45,027,927 |
| Chris Lehane | 915,878,620 | 1,880,175 | 45,027,927 |
Tobias Lütke | 914,996,772 | 2,762,023 | 45,027,927 |
| Gokul Rajaram | 882,353,863 | 35,404,932 | 45,027,927 |
Fred Wilson | 911,285,132 | 6,473,663 | 45,027,927 |
Each of the nine nominees for director was elected to serve until the Company’s 2027 annual meeting of shareholders and until his or her successor has been duly elected and qualified.
| | | | | | | | | | | |
Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm. |
| | | |
Votes For | Votes Against | Abstentions | Broker Non-Votes |
| 962,121,415 | 231,605 | 433,702 | — |
The Company’s shareholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026.
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.
| | | | | | | | |
| COINBASE GLOBAL, INC. |
| | |
| Date: June 18, 2026 | By: | /s/ Alesia J. Haas |
| | Alesia J. Haas |
| | Chief Financial Officer |
