[8-K] Domo, Inc. Reports Material Event

Rhea-AI Filing Summary

Domo, Inc. (NASDAQ: DOMO) filed a Form 8-K disclosing the results of its 24 June 2025 Annual Meeting of Stockholders. Class A shares carried 40 votes each and Class B shares one vote each; together they represented 161,168,648 votes, or 96.22% of total voting power, satisfying quorum requirements.

Director elections: All nine nominees were re-elected for one-year terms. Individual support ranged from 90.2% of votes cast for Jeff Kearl to 99.9% for David Jolley. No alternative nominees were presented.

Auditor ratification: Stockholders ratified Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending 31 January 2026 with 159,434,702 votes for (98.2% of shares voted), 1,227,879 against, and 506,067 abstentions; there were no broker non-votes.

Say-on-Pay: The advisory proposal on executive compensation received 142,014,551 votes for (93.8%), 9,314,759 against, and 45,134 abstentions, with 9,794,204 broker non-votes.

The filing contains no earnings data, strategic transactions, or changes to capital structure. All items were routine governance matters and passed with strong majority support.

Insights

Corporate Governance Expert

TL;DR: Routine annual-meeting matters passed easily; no governance surprises or material impact expected.

The high 96% quorum and decisive approval of all three proposals signal shareholder alignment with the board and management. Director support percentages above 90% suggest limited activist pressure. Ratification of Ernst & Young maintains auditor continuity, mitigating transition risk. The Say-on-Pay result, while slightly below prior near-unanimous levels, remains comfortably within best-practice thresholds and is unlikely to trigger compensation policy changes. Overall, the filing is standard housekeeping with negligible influence on valuation, credit, or strategic direction.

Portfolio Manager

TL;DR: Neutral event; confirms stability but offers no catalysts for DOMO shares.

These voting results reaffirm existing governance structures and do not alter financial outlook. With no capital allocation changes, dividend policy shifts, or strategic announcements, the disclosure does not modify the investment thesis. Shareholder approval levels reduce near-term governance risk, yet the absence of growth or profitability data leaves fundamental drivers unchanged. I classify the impact as neutral for trading and portfolio weighting purposes.

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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 24, 2025

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 class

Trading symbol(s)

Name of each exchange on which registered

Class B Common Stock, par value $0.001 per share

DOMO

The 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 Tuesday, June 24, 2025, 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 1, 2025 (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 2025 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 161,168,648 votes, or approximately 96.22% of the voting power of all issued and outstanding shares as of the Record Date, entitled to vote at the 2025 Annual Meeting, constituting a quorum.

The following is a brief description of each matter voted upon at the 2025 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 nine directors to the Company’s board of directors (the “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						144,760,348						6,614,096						9,794,204
Carine S. Clark						150,385,708						988,736						9,794,204
Daniel Daniel						150,054,510						1,319,934						9,794,204
Jeff Kearl						142,801,956						8,572,488						9,794,204
John Pestana						148,200,976						3,173,468						9,794,204
Dan Strong						150,465,402						909,042						9,794,204
Renée Soto						148,200,551						3,173,893						9,794,204
David Jolley						151,276,640						97,804						9,794,204
Ryan Wright						151,187,993						186,451						9,794,204

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 2025 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, 2026. The results of the voting included 159,434,702 votes for, 1,227,879 votes against, 506,067 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, 2026 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 142,014,551 votes for, 9,314,759 votes against, 45,134 votes abstained and 9,794,204 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: June 27, 2025

By:

/s/ Tod Crane

Tod Crane

Chief Financial Officer

FAQ

How many votes were represented at DOMO's 2025 Annual Meeting?

161,168,648 votes, representing 96.22% of total voting power, were present in person or by proxy.

Were all DOMO director nominees elected in 2025?

Yes. All nine nominees received majority support, with vote percentages ranging from 90.2% to 99.9%.

Did shareholders ratify Ernst & Young LLP as DOMO's auditor?

Yes. 98.2% of votes cast favored retaining Ernst & Young LLP for FY ending 31 Jan 2026.

What was the outcome of DOMO's 2025 Say-on-Pay vote?

Shareholders approved executive compensation with 142,014,551 votes for and 9,314,759 against.

Does the Form 8-K contain any earnings or transaction information?

No. The filing solely covers annual-meeting voting results and contains no financial performance or M&A details.