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Circle Internet Group (NYSE: CRCL) shareholders approve all 2026 proposals

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Circle Internet Group, Inc. reported the results of its 2026 annual stockholder meeting. Stockholders elected Jeremy Allaire, Craig Broderick, and P. Sean Neville as directors to serve until the 2029 annual meeting.

On a non-binding basis, stockholders approved the company’s named executive officer compensation, with 144,019,384 votes in favor. They also advised holding future say-on-pay votes every year, and the board adopted an annual frequency until the next required frequency vote. Finally, stockholders ratified Deloitte & Touche LLP as independent registered public accounting firm for the year ending December 31, 2026.

Positive

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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.
Votes for Jeremy Allaire 141,019,305 votes Election as Class I director at 2026 annual meeting
Votes for Craig Broderick 141,175,675 votes Election as Class I director at 2026 annual meeting
Votes for P. Sean Neville 130,218,145 votes Election as Class I director at 2026 annual meeting
Say-on-pay votes for 144,019,384 votes Advisory approval of named executive officer compensation
One-year frequency support 144,874,849 votes Preferred frequency of future advisory votes on compensation
Auditor ratification votes for 201,551,710 votes Ratification of Deloitte & Touche LLP for year ending December 31, 2026
non-binding advisory basis regulatory
"To approve, on a non-binding advisory basis, the compensation paid by the Company"
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 regulatory
"Votes For | Votes Against | Abstentions | 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
"to ratify the appointment of Deloitte & Touche 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.
record date regulatory
"as of the close of business on March 16, 2026 (the “Record Date”)"
The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.
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.
Understanding 8-K Material Events →
0001876042false00018760422026-05-142026-05-14

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): May 14, 2026
CIRCLE INTERNET GROUP, INC.
(Exact name of registrant as specified in its charter)

Delaware001-4267199-2840274
(State or other jurisdiction of incorporation or organization)(Commission File Number)(I.R.S. Employer Identification Number)

    


One World Trade Center New York, NY 10007
(332) 334-0660
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

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 classTrading SymbolName of each exchange on which registered
Class A common stock, par value $0.0001 per shareCRCLNew 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 May 14, 2026, Circle Internet Group, Inc. (the “Company”) held its 2026 annual meeting of stockholders (the “Annual Meeting”). The Company’s stockholders voted on four 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 1, 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 March 16, 2026 (the “Record Date”), and holders of the Company’s Class B common stock were entitled to five votes for each share held as of the close of business on the Record Date. The holders of our Class C common stock were not entitled to vote at the Annual Meeting. The Class A common stock and Class B common stock voted together as a single class on all matters at the Annual Meeting.

At the Annual Meeting, the Company’s stockholders voted on the following proposals:

1. To elect Jeremy Allaire, Craig Broderick, and P. Sean Neville to serve until the Company’s 2029 annual meeting of stockholders and until such director’s successor has been duly elected and qualified, or until such director’s earlier death, resignation, disqualification, or removal.

2. To approve, on a non-binding advisory basis, the compensation paid by the Company to its named executive officers as disclosed in the Proxy Statement.

3. To approve, on a non-binding advisory basis, whether future advisory votes on the compensation paid by the Company to its named executive officers should be held every one, two, or three years.

4. 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 results for each of these proposals are as follows:

    Proposal 1: Election of Class I Directors

NomineeVotes ForVotes AgainstAbstentionsBroker Non-Votes
Jeremy Allaire141,019,3054,446,746222,87156,423,001
Craig Broderick141,175,6754,151,492361,75556,423,001
P. Sean Neville130,218,14515,089,492381,28556,423,001

Each of the three nominees for Class I director was elected to serve until the Company’s 2029 annual meeting of stockholders and until such director’s successor has been duly elected and qualified, or until such director’s earlier death, resignation, disqualification, or removal.

Proposal 2: Advisory Vote to Approve Named Executive Officer Compensation

Votes ForVotes AgainstAbstentionsBroker Non-Votes
144,019,3841,267,823401,71556,423,001

The stockholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers.


Proposal 3: Advisory Vote to Approve the Frequency of Future Advisory Votes on Named Executive Officer Compensation

One YearTwo YearsThree YearsAbstentions
144,874,849100,806423,932289,335

The Company’s stockholders advised that they were in favor of one year as the frequency of holding future advisory votes on the compensation of the Company’s named executive officers. In accordance with the voting results for this proposal, the Company’s board of directors has determined that the Company will conduct future advisory votes regarding the compensation of its named executive officers annually. This policy will remain in effect until the next required stockholder vote on the frequency of advisory votes on the compensation of named executive officers.


Proposal 4: Ratification of the Appointment of Deloitte & Touche LLP as the Company's Independent Registered Public Accounting Firm

Votes ForVotes AgainstAbstentionsBroker Non-Votes
201,551,710154,559405,654-

The Company’s stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026.



Exhibit No.Description
104Cover Page Interactive Data File (embedded with 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.
CIRCLE INTERNET GROUP, INC.


Date: May 18, 2026                        By:    /s/ Sarah K. Wilson
Name:     Sarah K. Wilson
Title:     General Counsel & Corporate Secretary


Source: View Original Filing on SEC EDGAR

FAQ

What did Circle Internet Group (CRCL) shareholders vote on at the 2026 annual meeting?

Shareholders voted on electing three directors, approving executive compensation on a non-binding basis, choosing the frequency of future say-on-pay votes, and ratifying Deloitte & Touche LLP as independent auditor for the year ending December 31, 2026.

Were Circle Internet Group (CRCL) director nominees elected at the 2026 meeting?

Yes. Shareholders elected Jeremy Allaire, Craig Broderick, and P. Sean Neville as Class I directors to serve until the 2029 annual meeting, or until their successors are duly elected and qualified or they earlier die, resign, are disqualified, or are removed.

How did Circle Internet Group (CRCL) shareholders vote on executive compensation?

Shareholders approved the compensation of the named executive officers on a non-binding advisory basis, with 144,019,384 votes for, 1,267,823 against, and 401,715 abstentions, plus 56,423,001 broker non-votes recorded for this proposal.

What frequency did Circle Internet Group (CRCL) shareholders choose for future say-on-pay votes?

Shareholders advised in favor of holding future advisory votes on named executive officer compensation every one year, with 144,874,849 votes for one year. The board decided to conduct these advisory votes annually until the next required frequency vote.

Did Circle Internet Group (CRCL) shareholders ratify Deloitte & Touche LLP as auditor?

Yes. Shareholders ratified Deloitte & Touche LLP as the independent registered public accounting firm for the year ending December 31, 2026, with 201,551,710 votes for, 154,559 against, and 405,654 abstentions recorded on this proposal.

How are Circle Internet Group (CRCL) share classes treated for voting at the 2026 meeting?

Holders of Class A common stock had one vote per share and holders of Class B common stock had five votes per share as of March 16, 2026. Class C common stock did not have voting rights at the 2026 annual meeting.

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