Commvault stockholders approve 2026 equity plan
Commvault Systems, Inc. held its Annual Meeting of Stockholders on August 6, 2026, where stockholders elected seven directors to serve until the 2027 Annual Meeting.
Rhea-AI Filing Summary
Commvault Systems, Inc. held its Annual Meeting of Stockholders on August 6, 2026, where stockholders elected seven directors to serve until the 2027 Annual Meeting.
Stockholders approved, on a non-binding, advisory basis, executive compensation, ratified Ernst & Young LLP as independent public accountants for the fiscal year ending March 31, 2027, and approved the Commvault Systems, Inc. 2026 Equity Plan, including 3.374 million shares available for issuance thereunder.
Positive
- None.
Negative
- None.
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
Equity Plan Shares: 3.374 million shares
Say-on-pay For votes: 33,953,884
Say-on-pay Against votes: 2,071,496
+4 more
7 metrics
Equity Plan Shares
3.374 million shares
Shares available under Commvault Systems, Inc. 2026 Equity Plan
Say-on-pay For votes
33,953,884
Votes for advisory approval of executive compensation
Say-on-pay Against votes
2,071,496
Votes against advisory approval of executive compensation
Auditor ratification For votes
36,556,396
Votes for ratifying Ernst & Young LLP for fiscal year ending March 31, 2027
Equity Plan For votes
34,529,655
Votes for approving the Commvault Systems, Inc. 2026 Equity Plan
Equity Plan Against votes
1,517,689
Votes against approving the Commvault Systems, Inc. 2026 Equity Plan
Broker non-votes
2,993,008
Broker non-votes recorded on several proposals at the 2026 annual meeting
Key Terms
Broker Non-Vote, non-binding, advisory basis, independent public accountants, Equity Plan, +1 more
5 terms
Broker Non-Vote financial
"For | Against | Abstain | Broker Non-Vote 33,953,884 | 2,071,496 | 26,355 | 2,993,008"
A broker non-vote happens when a brokerage firm holds shares in street name for a client but does not cast a ballot on a particular shareholder item because the broker lacks discretionary authority to vote that matter. Think of it like a person who owns a ticket but the ticket-holder refuses to vote on some issues; the share counts for ownership but not for that vote, which can affect whether proposals reach the required number of votes or a quorum.
non-binding, advisory basis financial
"executive compensation on a non-binding, advisory basis"
A non-binding, advisory basis means a recommendation or decision that carries no legal force and does not obligate the parties to act; it’s similar to a friendly suggestion rather than a signed promise. For investors, this matters because such guidance can influence market expectations and management plans but offers no guarantee of follow-through, so investors should treat it as informative input rather than a firm commitment.
independent public accountants financial
"Ernst & Young LLP as the Company’s independent public accountants"
Equity Plan financial
"Approve the Commvault Systems, Inc. 2026 Equity Plan and 3.374 million shares"
An equity plan is a company program that gives employees, executives or directors a stake in the business through stock, stock options or similar ownership awards, like handing out slices of a pie to people who help bake it. It matters to investors because these grants can motivate key personnel and align their interests with shareholders, but they also increase the number of shares over time and can dilute existing ownership and affect reported earnings.
Emerging growth company regulatory
"Emerging growth company Item 5.07 Submission of Matters"
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.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What key matters did Commvault Systems (CVLT) stockholders approve at the 2026 annual meeting?
Stockholders approved seven director elections, advisory executive compensation, ratified Ernst & Young LLP as independent public accountants for the fiscal year ending March 31, 2027, and approved the 2026 Equity Plan with shares available for future issuance.
Was Commvault Systems (CVLT) executive compensation approved on a say-on-pay basis and by what vote?
Yes. Advisory approval of executive compensation received 33,953,884 votes for, 2,071,496 against, and 26,355 abstentions, with 2,993,008 broker non-votes, indicating stockholder support for the company’s disclosed executive pay program at the 2026 annual meeting.
Which auditor did Commvault Systems (CVLT) stockholders ratify for the fiscal year ending March 31, 2027?
Stockholders ratified Ernst & Young LLP as independent public accountants with 36,556,396 votes for, 2,467,104 against, and 21,243 abstentions. There were no broker non-votes recorded on this auditor ratification proposal.
What are the main features of the Commvault Systems (CVLT) 2026 Equity Plan approved by stockholders?
Stockholders approved the Commvault Systems, Inc. 2026 Equity Plan, authorizing 3.374 million shares for issuance. The equity plan proposal received 34,529,655 votes for, 1,517,689 against, 4,391 abstentions, and 2,993,008 broker non-votes at the 2026 annual meeting.
How many directors were elected to Commvault Systems (CVLT) board at the 2026 annual meeting?
Stockholders elected seven directors—including Nicola Adamo, Martha Bejar, Keith Geeslin, Vivie “YY” Lee, Sanjay Mirchandani, Chuck Moran, and Shane Sanders—to serve until the 2027 Annual Meeting, each receiving more votes for than against, plus broker non-votes on each election item.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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) August 6, 2026
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
(Address of principal executive offices, including zip code)
(732 ) 870-4000
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box 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):
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
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.
Commvault Systems, Inc. (the "Company") held its Annual Meeting of Stockholders on August 6, 2026 (the "Annual Meeting") at which the Company’s stockholders voted on (1) the election of seven (7) directors to serve until the 2027 Annual Meeting, (2) executive compensation on a non-binding, advisory basis, (3) the appointment of Ernst & Young LLP as the Company’s independent auditor and public accountants for the fiscal year ending March 31, 2027, and (4) the Commvault Systems, Inc. 2026 Equity Plan and the number of shares available thereunder. The voting results are as follows:
1. Election of Directors:
| For | Against | Abstain | Broker Non-Vote | |||||||||||
| (01). Nicola Adamo | 35,895,642 | 138,424 | 17,669 | 2,993,008 | ||||||||||
| (02). Martha Bejar | 33,933,268 | 2,100,368 | 18,099 | 2,993,008 | ||||||||||
| (03). Keith Geeslin | 34,541,074 | 1,491,935 | 18,726 | 2,993,008 | ||||||||||
| (04). Vivie “YY” Lee | 34,547,738 | 1,481,185 | 22,812 | 2,993,008 | ||||||||||
| (05). Sanjay Mirchandani | 35,978,537 | 56,838 | 16,360 | 2,993,008 | ||||||||||
| (06). Chuck Moran | 35,300,480 | 721,351 | 29,904 | 2,993,008 | ||||||||||
| (07). Shane Sanders | 34,898,505 | 1,129,087 | 24,143 | 2,993,008 | ||||||||||
2. Approve, on an advisory basis, the Company’s executive compensation.
| For | Against | Abstain | Broker Non-Vote | ||||||||
| 33,953,884 | 2,071,496 | 26,355 | 2,993,008 | ||||||||
3. Ratify the appointment of Ernst & Young LLP as the Company’s independent public accountants for the fiscal year ending March 31, 2027.
| For | Against | Abstain | Broker Non-Vote | ||||||||
| 36,556,396 | 2,467,104 | 21,243 | 0 | ||||||||
4. Approve the Commvault Systems, Inc. 2026 Equity Plan and 3.374 million shares to be available for issuance thereunder.
| For | Against | Abstain | Broker Non-Vote | ||||||||
| 34,529,655 | 1,517,689 | 4,391 | 2,993,008 | ||||||||
2
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.
COMMVAULT SYSTEMS, INC.
| Date: | August 6, 2026 | /s/ Danielle Sheer | ||||||
Danielle Sheer Chief Trust Officer | ||||||||
3