8x8 (NASDAQ: EGHT) holders approve directors, say-on-pay and equity plan
Rhea-AI Filing Summary
8x8, Inc. held its 2026 annual meeting of stockholders on August 3, 2026, with a quorum present. Shares of common stock entitled to vote totaled 141,782,325, and 113,553,670 shares were voted.
Stockholders elected eight directors, approved on an advisory basis the executive compensation for the fiscal year ended March 31, 2026, and ratified the appointment of Grant Thornton LLP as independent registered public accounting firm for the fiscal year ending March 31, 2027. They also approved an amendment to the Amended and Restated 2022 Equity Incentive Plan to increase the number of shares of common stock available for issuance by 8,338,000 shares.
Positive
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Filing Explained
Stockholders approved adding
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
Shares entitled to vote: 141,782,325 shares
Shares voted: 113,553,670 shares
Additional equity plan shares: 8,338,000 shares
+3 more
6 metrics
Shares entitled to vote
141,782,325 shares
Common stock entitled to vote at the 2026 annual meeting
Shares voted
113,553,670 shares
Shares actually voted at the 2026 annual meeting
Additional equity plan shares
8,338,000 shares
Increase in shares available under the Amended and Restated 2022 Equity Incentive Plan
Say-on-pay votes for
85,481,353
Votes in favor of advisory approval of executive compensation
Equity plan votes for
79,479,534
Votes in favor of amending the 2022 Equity Incentive Plan
Auditor ratification votes for
112,266,764
Votes in favor of ratifying Grant Thornton LLP as auditor
Key Terms
broker non-vote, advisory vote, Equity Incentive Plan, independent registered public accounting firm
4 terms
broker non-vote regulatory
"For each proposal, certain shares were reported as a broker non-vote."
advisory vote regulatory
"Approval, through an advisory vote, of the Company's executive compensation."
An advisory vote is a shareholder poll that expresses investors’ approval or concern about a company’s policy, executive pay, board decisions or other governance matters but does not legally force the company to act. Think of it like a customer survey: it signals investor sentiment and can pressure management to change course, so investors watch the result as a guide to future governance, risk and potential shifts in strategy.
Equity Incentive Plan financial
"Amended and Restated 2022 Equity Incentive Plan to increase the number of shares."
An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.
independent registered public accounting firm regulatory
"Ratification of the appointment of Grant Thornton 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.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What did 8x8 (EGHT) stockholders vote on at the 2026 annual meeting?
Stockholders voted on eight director elections, an advisory say-on-pay resolution, ratification of Grant Thornton LLP as auditor, and an amendment to the 2022 Equity Incentive Plan to increase the share pool by 8,338,000 shares.
Was 8x8 (EGHT) executive compensation approved by stockholders?
Yes. The advisory vote on executive compensation received 85,481,353 votes for, 2,383,751 against, and 217,744 abstentions, with 25,470,822 broker non-votes, indicating stockholder approval of compensation for the year ended March 31, 2026.
Did 8x8 (EGHT) stockholders ratify the company’s independent auditor?
Yes. Stockholders ratified Grant Thornton LLP as 8x8’s independent registered public accounting firm for the fiscal year ending March 31, 2027, with 112,266,764 votes for, 529,978 against, and 756,928 abstentions and no broker non-votes.
What change was approved to 8x8 (EGHT)’s 2022 Equity Incentive Plan?
Stockholders approved an amendment to increase the number of shares of common stock available under the Amended and Restated 2022 Equity Incentive Plan by 8,338,000 shares, with 79,479,534 votes for, 8,562,761 against, and 40,553 abstentions.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM | |||||||||||
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) | ||||||||||||
(Address of principal executive offices including zip code)
(408 ) 727-1885
(Registrant's telephone number, including area code)
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:
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol | 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.
On August 3, 2026, 8x8, Inc. (the “Company”) held its annual meeting of stockholders for the calendar year 2026 (the "Annual Meeting") at which a quorum for the transaction of business was present virtually or represented by proxy. There were 141,782,325 shares of common stock entitled to be voted at the Annual Meeting, of which 113,553,670 shares were voted. The stockholders voted on the following proposals at the Annual Meeting:
1. Election of eight directors to hold office until the 2027 Annual Meeting of Stockholders of the Company, and until their respective successors have been duly elected and qualified. The Company's nominees were Jaswinder Pal Singh, Monique Bonner, Andrew Burton, Todd Ford, Alison Gleeson, John Pagliuca, Elizabeth Theophille and Samuel Wilson.
2. Approval, through an advisory vote, of the Company's executive compensation for the fiscal year ended March 31, 2026.
3. Ratification of the appointment of Grant Thornton LLP as the Company's independent registered public accounting firm for the fiscal year ending March 31, 2027.
4. Approval of an amendment to the Amended and Restated 2022 Equity Incentive Plan to increase the number of shares of common stock available for issuance thereunder by 8,338,000 shares.
The final voting results were as follows:
Proposal One: Election of Directors
| For | Withheld | Broker Non-Vote | |||||||||||||||
| Jaswinder Pal Singh | 79,583,180 | 8,499,668 | 25,470,822 | ||||||||||||||
| Monique Bonner | 86,656,448 | 1,426,400 | 25,470,822 | ||||||||||||||
| Andrew Burton | 87,117,096 | 965,752 | 25,470,822 | ||||||||||||||
| Todd Ford | 86,835,814 | 1,247,034 | 25,470,822 | ||||||||||||||
| Alison Gleeson | 86,805,517 | 1,277,331 | 25,470,822 | ||||||||||||||
| John Pagliuca | 87,116,847 | 966,001 | 25,470,822 | ||||||||||||||
| Elizabeth Theophille | 86,961,520 | 1,121,328 | 25,470,822 | ||||||||||||||
| Samuel Wilson | 86,780,049 | 1,302,799 | 25,470,822 | ||||||||||||||
Each of the Company's nominees was elected to serve as a director until the next Annual Meeting of Stockholders, and until such director's successor has been duly elected and qualified.
Proposal Two: Advisory Vote on Executive Compensation
| For | Against | Abstain | Broker Non-Vote | |||||||||||||||||
| 85,481,353 | 2,383,751 | 217,744 | 25,470,822 | |||||||||||||||||
The stockholders approved, on an advisory basis, the Company's executive compensation for the fiscal year ended March 31, 2026.
Proposal Three: Ratification of Independent Registered Public Accounting Firm
| For | Against | Abstain | Broker Non-Vote | |||||||||||||||||
| 112,266,764 | 529,978 | 756,928 | — | |||||||||||||||||
The stockholders ratified the appointment of Grant Thornton LLP as the Company's independent registered public accounting firm for the fiscal year ending March 31, 2027.
Proposal Four: Approval of Amendment to the Amended and Restated 2022 Equity Incentive Plan.
| For | Against | Abstain | Broker Non-Vote | |||||||||||||||||
| 79,479,534 | 8,562,761 | 40,553 | 25,470,822 | |||||||||||||||||
The stockholders approved the amendment to the Amended and Restated 2022 Equity Incentive Plan to increase the number of shares of common stock available for issuance thereunder by 8,338,000 shares.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: August 3, 2026
| 8x8, Inc. | ||||||||
| By: /s/ LAURENCE DENNY | ||||||||
| Laurence Denny | ||||||||
| Chief Legal Officer | ||||||||