[8-K] Clearwater Analytics Holdings, Inc. Reports Material Event

Rhea-AI Filing Summary

Clearwater Analytics (NYSE:CWAN) filed a Form 8-K reporting the June 23, 2025 Annual Meeting vote results.

Shareholders re-elected Class I directors Mukesh Aghi, Jacques Aigrain and Lisa Jones to serve until 2028, with support ranging from 388.0 million to 472.9 million votes.

Investors also ratified KPMG LLP as independent auditor for fiscal 2025 by a wide 486.3 million-to-1.8 million margin. The filing discloses no strategic changes, financial updates or other material events.

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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 23, 2025

_____________________________________________________

Clearwater Analytics Holdings, Inc.

(Exact name of Registrant as Specified in Its Charter)

_____________________________________________________

Delaware			001-40838			87-1043711
(State or Other Jurisdiction of Incorporation)			(Commission File Number)			(IRS Employer Identification No.)

777 W. Main Street Suite 900 Boise, Idaho						83702
(Address of Principal Executive Offices)						(Zip Code)

Registrant’s Telephone Number, Including Area Code: 208 433-1200

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:

o			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o			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, par value $0.001 per share

CWAN

New York Stock Exchange 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 o

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. o

Item 5.07 Submission of Matters to a Vote of Security Holders.

On June 23, 2025, Clearwater Analytics Holdings, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). The Company’s stockholders voted on two proposals at the Annual Meeting, each of which is described in detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 29, 2025. Holders of the Company’s Class A common stock were entitled to one vote per share held as of the close of business on April 25, 2025 (the “Record Date”) and holders of the Company’s Class C common stock and Class D common stock were entitled to ten votes per share held as of the Record Date. Holders of the shares of Class A common stock, Class C common stock and Class D common stock voted together as a single class on all matters (including the election of directors) submitted to a vote of stockholders at the Annual Meeting. The final results with respect to each proposal are set forth below:

Proposal 1 – Election of Directors

The stockholders elected each of the three persons named below to serve as Class I directors until the 2028 Annual Meeting and until their successors are duly elected and qualified, with the vote totals as set forth in the table below:

Director Nominee						Votes For						Votes Withheld						Broker Non-Votes
Mukesh Aghi						472,900,372.90						3,530,909						11,786,032
Jacques Aigrain						388,016,414.90						88,414,867						11,786,032
Lisa Jones						410,911,517.90						65,519,764						11,786,032

Proposal 2 – Ratification of Independent Registered Public Accounting Firm

The stockholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025, based on the following votes:

Votes For						Votes Against						Votes Withheld						Broker Non-Votes
486,328,242.90						1,803,968						85,103						—

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 thereunto duly authorized.

Clearwater Analytics Holdings, Inc.

Date:

June 26, 2025

By:

/s/ Alphonse Valbrune

Alphonse Valbrune, Chief Legal Officer and Corporate Secretary

FAQ

What proposals were voted on at CWAN's 2025 Annual Meeting?

Two items: election of three Class I directors and ratification of KPMG LLP as the independent auditor for 2025.

Which directors were elected to Clearwater Analytics' board in 2025?

Mukesh Aghi, Jacques Aigrain and Lisa Jones were re-elected to serve until the 2028 Annual Meeting.

Did Clearwater Analytics ratify its auditor for 2025?

Yes. KPMG LLP was ratified with 486,328,242.9 votes for, 1,803,968 against and 85,103 abstentions.