EverQuote (NASDAQ: EVER) holders approve officer exculpation change

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

EverQuote, Inc. reported results from its 2026 annual stockholder meeting. Stockholders elected seven directors — David Blundin, Sanju Bansal, Paul Deninger, Jayme Mendal, George Neble, John Shields, and Mira Wilczek — to serve until the 2027 annual meeting.

Investors also approved an amendment to EverQuote’s Restated Certificate of Incorporation to add exculpation from personal liability for certain officers as permitted by Delaware law, and the company filed a Certificate of Amendment with the Delaware Secretary of State on June 4, 2026. In addition, stockholders ratified the appointment of PricewaterhouseCoopers LLP as EverQuote’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

8-K Event Classification

3 items: 5.03, 5.07, 9.01

3 items

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

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.

Key Figures

Officer exculpation amendment support: 45,911,856 votes for Officer exculpation amendment opposition: 12,956,805 votes against Broker non-votes on amendment: 5,414,347 broker non-votes +4 more

7 metrics

Officer exculpation amendment support 45,911,856 votes for Vote on charter amendment regarding officer exculpation

Officer exculpation amendment opposition 12,956,805 votes against Vote on charter amendment regarding officer exculpation

Broker non-votes on amendment 5,414,347 broker non-votes Officer exculpation amendment proposal

Auditor ratification support 64,003,403 votes for Ratification of PricewaterhouseCoopers LLP for 2026

Auditor ratification opposition 282,976 votes against Ratification of PricewaterhouseCoopers LLP for 2026

Highest director support example 51,722,420 votes for Election of director Jayme Mendal

Director election broker non-votes 5,414,347 broker non-votes Each director election proposal

Key Terms

exculpation from personal liability, Restated Certificate of Incorporation, broker non-votes, independent registered public accounting firm, +1 more

5 terms

exculpation from personal liability regulatory

"to provide for exculpation from personal liability for certain officers as permitted by Delaware law"

Restated Certificate of Incorporation regulatory

"approved an amendment to the Company's Restated Certificate of Incorporation to provide for exculpation"

A restated certificate of incorporation is an updated, single-document version of a company’s founding rules that folds together the original charter and all later changes into one clear set of terms — like replacing a patchwork manual with a clean, revised edition. Investors care because it clarifies ownership details, voting rights, share classes and other legal rules that affect control, dividends and how value is created or diluted, so it can change the risks and benefits of owning the stock.

broker non-votes financial

"The results of the stockholders’ vote with respect to the election of such directors were as follows ... Broker Non-Votes"

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 financial

"ratify the appointment of PricewaterhouseCoopers 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.

Certificate of Amendment regulatory

"the Company filed a Certificate of Amendment to the Company's Restated Certificate of Incorporation"

A certificate of amendment is an official filing that updates a company’s founding documents—its legal “rulebook” that sets share structure, voting rules, name and basic purpose. Think of it like changing the blueprint of a building: small changes are paperwork, big ones can alter who owns how much and who controls decisions. Investors watch these filings because they can affect share counts, voting power, dilution and company value.

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Understanding 8-K Material Events →

06/05/2026 - 05:00 PM

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 04, 2026

    

EverQuote, Inc.

(Exact name of Registrant as Specified in Its Charter)


Delaware	001-38549	26-3101161
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

141 Portland Street
Cambridge, Massachusetts		02139
(Address of Principal Executive Offices)		(Zip Code)

     Registrant’s Telephone Number, Including Area Code: (855) 522-3444

    

(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 A Common Stock, $0.001 par value per share	EVER	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 (§ 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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

As further described in Item 5.07 of this Current Report on Form 8-K, on June 4, 2026, at the EverQuote, Inc. (the “Company”) 2026 Annual Meeting of Stockholders, the Company's stockholders approved an amendment to the Company's Restated Certificate of Incorporation to provide for exculpation from personal liability for certain officers as permitted by Delaware law (the “Amendment”). A more complete description of the Amendment is set forth in Proposal 2 contained in the Company’s definitive proxy statement for the 2026 Annual Meeting, which was filed with the Securities and Exchange Commission on April 23, 2026. On June 4, 2026, the Company filed a Certificate of Amendment to the Company's Restated Certificate of Incorporation with the Secretary of State of Delaware.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

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

1. The Company’s stockholders voted to elect David Blundin, Sanju Bansal, Paul Deninger, Jayme Mendal, George Neble, John Shields, and Mira Wilczek to the Company’s Board of Directors until the Company’s 2027 Annual Meeting of Stockholders or until their successors are duly elected and qualified, subject to their earlier death, resignation or removal. The results of the stockholders’ vote with respect to the election of such directors were as follows:


	Votes For	Votes Withheld	Broker Non-Votes
David Blundin	47,002,059	11,904,774	5,414,347
Sanju Bansal	48,870,086	10,036,747	5,414,347
Paul Deninger	50,291,733	8,615,100	5,414,347
Jayme Mendal	51,722,420	7,184,413	5,414,347
George Neble	50,081,990	8,824,843	5,414,347
John Shields	50,292,343	8,614,490	5,414,347
Mira Wilczek	50,262,497	8,644,336	5,414,347

2. The Company's stockholders voted to approve the Amendment to reflect new Delaware law provisions regarding officer exculpation. The results of the stockholders' vote with respect to the approval of the Amendment were as follows:


For	Against	Abstentions	Broker Non-Votes
45,911,856	12,956,805	38,172	5,414,347

3. The Company’s stockholders voted to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The results of the stockholders’ vote with respect to such ratification were as follows:


For	Against	Abstentions
64,003,403	282,976	34,801

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits


3.1	Certificate of Amendment to Restated Certificate of Incorporation of EverQuote, Inc.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 hereunto duly authorized.


			EVERQUOTE, INC.

Date:	June 5, 2026	By:	/s/ Jon Ayotte
			Jon Ayotte, Chief Accounting Officer

Source: View Original Filing on SEC EDGAR

FAQ

What corporate changes did EverQuote (EVER) stockholders approve at the 2026 annual meeting?

Stockholders approved an amendment to EverQuote’s Restated Certificate of Incorporation allowing officer exculpation permitted by Delaware law. They also ratified PricewaterhouseCoopers LLP as independent auditor and elected seven directors to serve until the 2027 annual meeting.

How did EverQuote (EVER) stockholders vote on the officer exculpation amendment?

Stockholders approved the officer exculpation amendment with 45,911,856 votes for, 12,956,805 against, 38,172 abstentions, and 5,414,347 broker non-votes. This change aligns EverQuote’s charter with newer Delaware law provisions on officer liability protection.

Which directors were elected to EverQuote’s board at the 2026 meeting?

Stockholders elected David Blundin, Sanju Bansal, Paul Deninger, Jayme Mendal, George Neble, John Shields, and Mira Wilczek. Each will serve on EverQuote’s board until the 2027 annual meeting or until a successor is duly elected and qualified.

Who is EverQuote’s independent auditor for the year ending December 31, 2026?

PricewaterhouseCoopers LLP was ratified as EverQuote’s independent registered public accounting firm for the fiscal year ending December 31, 2026, with 64,003,403 votes for, 282,976 against, and 34,801 abstentions recorded at the annual meeting.

What were the vote totals for EverQuote’s director elections in 2026?

Vote support varied by nominee; for example, Jayme Mendal received 51,722,420 votes for and 7,184,413 withheld, while all nominees had 5,414,347 broker non-votes. All seven director candidates were elected to serve until the 2027 annual meeting.

Filing Exhibits & Attachments

2 documents