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1stdibs.com (NASDAQ: DIBS) holders back directors and Ernst & Young

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

Rhea-AI Filing Summary

1stdibs.com, Inc. held its Annual Meeting of Stockholders on May 7, 2026, where two proposals were approved. Stockholders elected Class II directors Matthew R. Cohler and Andrew G. Robb to serve until the 2029 annual meeting or until their successors are elected and qualified. Cohler received 20,894,811 votes for and 502,777 withheld, while Robb received 18,187,027 votes for and 3,210,561 withheld, with 5,524,758 broker non-votes for each. Stockholders also ratified Ernst & Young LLP as independent auditors for the fiscal year ending December 31, 2026, with 26,915,691 votes for, 6,500 against, and 155 abstentions.

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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.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Votes for Matthew R. Cohler 20,894,811 votes Election as Class II director at 2026 annual meeting
Votes for Andrew G. Robb 18,187,027 votes Election as Class II director at 2026 annual meeting
Broker non-votes on director elections 5,524,758 votes For each Class II director proposal
Votes for Ernst & Young LLP 26,915,691 votes Ratification as independent auditors for fiscal year ending December 31, 2026
Votes against Ernst & Young LLP 6,500 votes Ratification as independent auditors for fiscal year ending December 31, 2026
Abstentions on auditor ratification 155 votes Ratification of Ernst & Young LLP for 2026
Broker Non-Vote financial
"For | Withheld | Broker Non-Vote Matthew R. Cohler | 20,894,811 | 502,777 | 5,524,758"
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.
Independent auditors financial
"Proposal to ratify the appointment of Ernst & Young LLP as independent auditors for the fiscal year ending December 31, 2026"
Independent auditors are outside, licensed accountants who examine a company’s books, records and internal controls and issue an objective opinion on whether the financial statements accurately reflect the business’s financial position. Investors treat their report like a neutral inspector’s stamp — it increases trust, makes financial results easier to compare, and alerts readers if there are errors, omissions or other problems that could affect investment decisions.
Inline XBRL technical
"Cover Page Interactive Data File (embedded within the Inline XBRL document)"
Inline XBRL is a file format for financial filings that embeds machine-readable data tags directly inside the human-readable report, so the same document can be read by people and parsed by software. For investors it makes extracting, comparing and verifying financial numbers faster and more reliable—like a grocery list where each item also has a barcode—reducing manual errors and speeding up analysis.
Annual Meeting of Stockholders financial
"The Annual Meeting of Stockholders of 1stdibs.com, Inc. (the “Company”) was held on May 7, 2026"
Understanding 8-K Material Events →
0001600641false00016006412026-05-072026-05-07

——————————————————————————————————————————————————
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 7, 2026
——————————
1stdibs.com, Inc.

(Exact name of registrant as specified in its charter)
——————————


Delaware
001-4045394-3389618
(State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification No.)

300 Park Avenue South, 10th Floor
New York, New York 10010
(Address of principal executive offices, including zip code)
(212) 627-3929
(Registrant's telephone number, including area code)
——————————

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations 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(s)
Name of each exchange on which registered
Common Stock, $0.01 par value per shareDIBSNasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in 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

The Annual Meeting of Stockholders of 1stdibs.com, Inc. (the “Company”) was held on May 7, 2026 (the “Annual Meeting”). Two proposals were submitted to stockholders as described in the Proxy Statement for the Annual Meeting and were approved by the Company’s stockholders at the Annual Meeting. The proposals and the results of the stockholder votes are as follows.

1. Proposal to elect two Class II directors to serve until the 2029 annual meeting of stockholders or until their successors are duly elected and qualified:

ForWithheldBroker Non-Vote
Matthew R. Cohler20,894,811502,7775,524,758
Andrew G. Robb18,187,0273,210,5615,524,758


2. Proposal to ratify the appointment of Ernst & Young LLP as independent auditors for the fiscal year ending December 31, 2026:

ForAgainstAbstainBroker Non-Vote
26,915,6916,5001550


Item 9.01    Financial Statements and Exhibits.

(d)Exhibits.

Exhibit NumberDescription
104Cover Page Interactive Data File (embedded within the Inline XBRL document)




SIGNATURE

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.


By:/s/ Melanie Goins
Dated: May 11, 2026Melanie Goins
General Counsel

Source: View Original Filing on SEC EDGAR

FAQ

What did 1stdibs.com (DIBS) stockholders vote on at the 2026 annual meeting?

Stockholders voted on electing two Class II directors and ratifying Ernst & Young LLP as independent auditors. Both proposals were approved, confirming the board’s nominees and continuing the company’s relationship with its existing audit firm for the 2026 fiscal year.

Which directors were elected at 1stdibs.com (DIBS) 2026 annual meeting?

Stockholders elected Matthew R. Cohler and Andrew G. Robb as Class II directors to serve until the 2029 annual meeting. They will continue on the board until that meeting or until their successors are duly elected and qualified, as outlined in the voting results.

How strong was shareholder support for 1stdibs.com (DIBS) director elections?

Matthew R. Cohler received 20,894,811 votes for and 502,777 withheld, while Andrew G. Robb received 18,187,027 votes for and 3,210,561 withheld. Each proposal also recorded 5,524,758 broker non-votes, reflecting shares present but not voting on the director elections.

Did 1stdibs.com (DIBS) stockholders ratify Ernst & Young as auditor for 2026?

Yes, stockholders ratified Ernst & Young LLP as independent auditors for the fiscal year ending December 31, 2026. The vote totaled 26,915,691 for, 6,500 against, and 155 abstentions, indicating very strong approval of the continued engagement of the audit firm.

What are broker non-votes in the 1stdibs.com (DIBS) meeting results?

Broker non-votes occur when brokers hold shares for clients but are not instructed how to vote on specific proposals. For each director election, there were 5,524,758 broker non-votes, meaning these shares were counted for quorum but did not support or oppose the nominees.

When will the newly elected 1stdibs.com (DIBS) Class II directors’ terms expire?

The Class II directors’ terms run until the 2029 annual meeting of stockholders. They will serve through that meeting or until their successors are duly elected and qualified, providing continuity on the 1stdibs.com, Inc. board across multiple fiscal years under the classified board structure.

Filing Exhibits & Attachments

3 documents

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