CoreWeave (NASDAQ: CRWV) holders back director, auditor and annual pay vote

Rhea-AI Filing Summary

CoreWeave, Inc. reported the results of its 2026 Annual Meeting of Stockholders held on June 8, 2026. Stockholders representing 1,233,902,447 votes, or approximately 85.51% of the combined voting power of Class A and Class B shares, were present, establishing a quorum.

Stockholders elected Michael Intrator as a Class I director to serve until the 2029 annual meeting, ratified Deloitte & Touche LLP as independent auditor for the year ending December 31, 2026, and approved on a non-binding basis the compensation of the named executive officers.

They also advised that future advisory votes on executive compensation should be held every year. The board confirmed it will continue to hold an annual nonbinding advisory vote on named executive officer compensation until the next required frequency vote.

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

Quorum voting power: 1,233,902,447 votes; 85.51% Director election support: 1,073,688,776 votes for Auditor ratification votes for: 1,230,533,541 votes +2 more

5 metrics

Quorum voting power 1,233,902,447 votes; 85.51% Combined voting power represented at 2026 annual meeting

Director election support 1,073,688,776 votes for Votes for Michael Intrator as Class I director

Auditor ratification votes for 1,230,533,541 votes Ratification of Deloitte & Touche LLP for 2026

Say-on-pay support 1,146,482,539 votes for Advisory vote on named executive officer compensation

Annual frequency votes 1,149,884,867 votes Votes for holding say-on-pay every one year

Key Terms

broker non-votes, non-binding advisory basis, quorum, emerging growth company, +1 more

5 terms

broker non-votes financial

"NOMINEE | FOR | WITHHELD | BROKER NON-VOTES Michael Intrator | 1,073,688,776 | 78,009,765 | 82,203,906"

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.

non-binding advisory basis regulatory

"The Company’s stockholders approved, 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.

quorum regulatory

"were represented in person virtually or by proxy, constituting a quorum for the transaction of business."

A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.

emerging growth company regulatory

"Emerging growth company Item 5.07 Submission of Matters to a Vote of Security Holders."

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

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

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.

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Understanding 8-K Material Events →

FALSE000176962800017696282026-06-082026-06-08

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 8, 2026

___________________________________

CoreWeave, Inc.

(Exact name of registrant as specified in its charter)

___________________________________

Delaware			001-42563			82-3060021
(State or other jurisdiction of incorporation or organization)			(Commission File Number)			(I.R.S. Employer Identification Number)
290 W Mt. Pleasant Ave., Suite 4100 Livingston, NJ						07039
(Address of registrant's principal executive offices)						(Zip Code)
Registrant's telephone number, including area code: (973) 270-9737

___________________________________

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 Instruction 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			Name of each exchange on which registered
Class A Common Stock, $0.000005 par value per share			CRWV			The Nasdaq Stock Market LLC

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 8, 2026, CoreWeave, Inc. (the "Company") held its 2026 Annual Meeting of Stockholders (the "Annual Meeting"). At the Annual Meeting, the Company's stockholders voted on four proposals, each of which is described in more detail in the Company's proxy statement filed with the Securities and Exchange Commission on April 22, 2026 (the "Proxy Statement"). At the Annual Meeting, the holders of shares representing 1,233,902,447 votes of the Company’s Class A common stock and Class B common stock, or approximately 85.51% of the combined voting power of all issued and outstanding shares of the Company’s Class A common stock and Class B common stock entitled to vote at the Annual Meeting, were represented in person virtually or by proxy, constituting a quorum for the transaction of business. 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 15, 2026 (the "Record Date"), and holders of the Company's Class B common stock were entitled to ten votes for each share held as of the Record Date.

The results of the voting by the Company's stockholders on the four proposals presented at the Annual Meeting were as follows:

Proposal 1 - Election of Director

The Company’s stockholders approved the election of one Class I director to hold office until the 2029 Annual Meeting of Stockholders and until his successor is duly elected and qualified, or until his earlier death, resignation, disqualification, retirement, or removal. The voting results were as follows:

NOMINEE			FOR			WITHHELD			BROKER NON-VOTES
Michael Intrator			1,073,688,776			78,009,765			82,203,906

Proposal 2 - Ratification of Appointment of Independent Registered Public Accounting Firm

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. The voting results were as follows:

FOR			AGAINST			ABSTENTIONS			BROKER NON-VOTES
1,230,533,541			1,433,238			1,935,668			0

Proposal 3 - Advisory Vote on the Compensation of the Company's Named Executive Officers

The Company’s stockholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers. The voting results were as follows:

FOR			AGAINST			ABSTENTIONS			BROKER NON-VOTES
1,146,482,539			2,756,059			2,459,943			82,203,906

Proposal 4 - Advisory Vote on the Frequency of Future Advisory Votes on the Compensation of the Company's Named Executive Officers

The Company's stockholders voted to approve, on an advisory basis, holding future advisory votes on named executive officer compensation every year. The voting results were as follows:

ONE YEAR			TWO YEARS			THREE YEARS			ABSTENTIONS			BROKER NON-VOTES
1,149,884,867			219,374			690,390			903,910			82,203,906

Based on the results of Proposal 4’s advisory vote, and in accordance with the previous recommendation of the Company’s Board of Directors, the Company will hold a nonbinding, advisory vote on the compensation of its named executive officers annually until the next required vote on the frequency of stockholder votes on executive 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.

Date: June 10, 2026

COREWEAVE, INC.
By:			/s/ Michael Intrator
Name:			Michael Intrator
Title:			Chief Executive Officer

FAQ

What did CoreWeave (CRWV) shareholders vote on at the 2026 annual meeting?

Shareholders voted on electing one Class I director, ratifying Deloitte & Touche LLP as auditor, approving executive compensation on an advisory basis, and choosing how often to hold future advisory votes on pay. All four proposals received sufficient support to pass.

Was a quorum present at CoreWeave (CRWV)'s 2026 annual meeting?

Yes. Shares representing 1,233,902,447 votes, about 85.51% of the combined voting power of Class A and Class B stock, were represented in person virtually or by proxy. This level of participation constituted a quorum for conducting official business.

Who was elected director at CoreWeave (CRWV)'s 2026 annual meeting?

Stockholders elected Michael Intrator as a Class I director to serve until the 2029 annual meeting. He will continue in office until his successor is duly elected and qualified, or until earlier death, resignation, disqualification, retirement, or removal under the company’s governance framework.

Which auditor did CoreWeave (CRWV) shareholders ratify for 2026?

Shareholders ratified Deloitte & Touche LLP as CoreWeave’s independent registered public accounting firm for the year ending December 31, 2026. The ratification received strong support, with 1,230,533,541 votes for, 1,433,238 against, 1,935,668 abstentions, and no broker non-votes recorded.

How did CoreWeave (CRWV) shareholders vote on executive compensation?

On a non-binding advisory basis, shareholders approved the compensation of the company’s named executive officers. The advisory vote totaled 1,146,482,539 votes for, 2,756,059 against, 2,459,943 abstentions, and 82,203,906 broker non-votes, indicating broad, though not unanimous, support for the pay program.

How often will CoreWeave (CRWV) hold say-on-pay votes going forward?

Shareholders advised holding advisory votes on executive compensation every year. The one-year option received 1,149,884,867 votes, versus 219,374 for two years and 690,390 for three years. The board plans to continue annual say-on-pay votes until the next required frequency vote.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.7 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 22.0 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.7 KB