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Domo (NASDAQ: DOMO) 2026 meeting backs directors, pay and auditor

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

Rhea-AI Filing Summary

Domo, Inc. held its 2026 annual meeting of stockholders on July 14, 2026 at 9:00 a.m. Mountain Time. Class A shares carried forty votes per share and Class B shares one vote per share, voting together as a single class. Shares present in person or by proxy represented 165,310,450 votes, or 95.86% of the total voting power, constituting a quorum.

Stockholders elected eight directors, with "Votes For" ranging from 138,263,314 for Joshua G. James to 147,475,201 for Dan Strong, each receiving enough support to be elected. They also ratified Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending January 31, 2027 by 164,225,100 votes for, 449,388 against and 635,962 abstentions. An advisory "Say-On-Pay" proposal on executive compensation was approved with 144,640,298 votes for, 3,581,707 against, 86,506 abstentions and 17,001,939 broker non-votes.

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 represented 165,310,450 votes Aggregate votes present in person or by proxy at the 2026 annual meeting
Voting power represented 95.86% Percentage of total voting power of issued and outstanding shares at the Record Date
Votes for Dan Strong 147,475,201 votes Votes For director nominee Dan Strong in Proposal 1
Votes for auditor ratification 164,225,100 votes Votes For ratifying Ernst & Young LLP for the fiscal year ending January 31, 2027
Votes for Say-On-Pay 144,640,298 votes Votes For advisory approval of compensation of named executive officers
Broker non-votes 17,001,939 votes Broker non-votes recorded on each director and Say-On-Pay proposal
broker non-votes regulatory
"as well as the number of abstentions and broker non-votes, as applicable"
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 regulatory
"Ernst & Young 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.
Say-On-Pay regulatory
"Advisory Vote on Compensation of Named Executive Officers (“Say-On-Pay”)"
A say-on-pay is a shareholder vote that gives investors a chance to approve or disapprove a company’s executive compensation packages, typically held at annual meetings. It matters because the vote signals investor satisfaction with how leaders are paid—like customers rating how well managers are rewarded—and can push boards to change pay plans, reducing governance risk and affecting investor confidence and stock value even though the vote is usually advisory rather than legally binding.
quorum regulatory
"entitled to vote at the 2026 Annual Meeting, constituting a quorum"
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.

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FAQ

What did Domo (DOMO) stockholders vote on at the 2026 annual meeting?
Stockholders voted to elect eight directors, ratify Ernst & Young LLP as independent auditor, and approve an advisory Say-On-Pay resolution. All three proposals received sufficient support and were approved at the July 14, 2026 meeting.

How many votes were represented at Domo (DOMO)'s 2026 annual meeting and was there a quorum?
Shares representing 165,310,450 votes, or about 95.86% of total voting power, were present in person or by proxy. This level of participation constituted a quorum, allowing all scheduled matters to be validly acted upon at the 2026 annual meeting.

Were all Domo (DOMO) director nominees elected at the 2026 annual meeting?
Yes. All eight nominees, including Joshua G. James and Dan Strong, were elected. "Votes For" ranged from 138,263,314 to 147,475,201, with broker non-votes of 17,001,939 on each director proposal, confirming board continuity for another one-year term.

Did Domo (DOMO) shareholders approve the 2026 Say-On-Pay proposal on executive compensation?
Yes. The advisory Say-On-Pay proposal received 144,640,298 votes for, 3,581,707 against, 86,506 abstentions, and 17,001,939 broker non-votes. This outcome indicates shareholder approval, on a non-binding basis, of compensation for Domo’s named executive officers for the referenced period.

Was Ernst & Young ratified as Domo (DOMO)'s auditor for the year ending January 31, 2027?
Yes. Stockholders ratified Ernst & Young LLP as independent registered public accounting firm with 164,225,100 votes for, 449,388 against, and 635,962 abstentions, with no broker non-votes, for the fiscal year ending January 31, 2027.

How does Domo (DOMO)'s dual-class share structure affect voting at the 2026 meeting?
At the meeting, Class A common stock carried 40 votes per share and Class B common stock carried 1 vote per share. Both classes voted together as a single class on all matters, influencing aggregate voting power and quorum calculations.
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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): July 14, 2026
DOMO, INC.
(Exact name of registrant as specified in its charter)
Delaware
001-38553
27-3687433
(State or other jurisdiction of
incorporation or organization)
(Commission
File Number)
(I.R.S. Employer
Identification Number)
802 East 1050 South
American Fork, UT 84003
(Address of principal executive offices, and Zip Code)
Registrant’s telephone number, including area code: (801) 899-1000
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:
☐    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 symbol(s)Name of each exchange on which registered
Class B Common Stock, par value $0.001 per shareDOMOThe Nasdaq Global Market
☐Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
☐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 July 14, 2026, the Company held the Annual Meeting at 9:00 a.m., Mountain Time. Holders of the Company’s Class A common stock were entitled to forty votes for each share held as of the close of business on May 22, 2026 (the “Record Date”), and holders of the Company’s Class B common stock were entitled to one vote for each share held as of the Record Date. The Class A common stock and Class B common stock outstanding as of the Record Date voted as a single class on all matters.

Present at the 2026 Annual Meeting in person or by proxy were holders of shares of Class A common stock and Class B common stock representing an aggregate of 165,310,450 votes, or approximately 95.86% of the voting power of all issued and outstanding shares as of the Record Date, entitled to vote at the 2026 Annual Meeting, constituting a quorum.

The following is a brief description of each matter voted upon at the 2026 Annual Meeting and the number of votes cast for, against or withheld, as well as the number of abstentions and broker non-votes, as applicable to each such matter. The matters voted upon were as follows:

Proposal 1. Election of Directors

The stockholders voted on a proposal to elect eight directors to the Company’s Board of Directors, each to serve one-year terms. The results of the voting were as follows:

Nominee
Votes For
Votes Withheld
Broker Non-Votes
Joshua G. James
138,263,314 10,045,197 17,001,939 
Carine S. Clark
147,342,186 966,325 17,001,939 
Daniel Daniel
147,185,144 1,123,367 17,001,939 
Jeff Kearl
141,789,161 6,519,350 17,001,939 
Dan Strong
147,475,201 833,310 17,001,939 
Renée Soto
143,546,812 4,761,699 17,001,939 
David Jolley
147,461,966 846,545 17,001,939 
Ryan Wright
143,553,339 4,755,172 17,001,939 

Pursuant to the foregoing votes, each of the director nominees was elected to serve on the Board of Directors. There were no additional director nominations brought to the 2026 Annual Meeting.

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

The stockholders voted on a proposal to ratify the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 31, 2027. The results of the voting included 164,225,100 votes for, 449,388 votes against, 635,962 votes abstained and no broker non-votes. The appointment of Ernst & Young LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending January 31, 2027 was ratified.

Proposal 3. Advisory Vote on Compensation of Named Executive Officers (“Say-On-Pay”)

The stockholders voted on a proposal for the approval, on an advisory basis, of the compensation of the Company’s named executive officers. The results of the voting included 144,640,298 votes for, 3,581,707 votes against, 86,506 votes abstained and 17,001,939 broker non-votes. The compensation of the Company’s named executive officers was approved, on an advisory basis.


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.

DOMO, INC.
Date: July 16, 2026

By:

/s/ Tod Crane
Tod Crane
Chief Financial Officer


Source: View Original Filing on SEC EDGAR

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