Evolv Technologies (NASDAQ: EVLV) investors back directors, say-on-pay and 2026 auditor

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Evolv Technologies Holdings, Inc. reported results of its annual stockholder meeting held on June 18, 2026. A total of 138,936,379 shares of Class A common stock were represented, equal to approximately 77.35% of shares outstanding as of the April 24, 2026 record date.

Stockholders elected Class II directors Neil Glat and Richard Shapiro to serve until the 2029 annual meeting. They also approved, on an advisory and non-binding basis, the compensation of the company’s named executive officers, and ratified the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm for the year ending December 31, 2026.

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 represented: 138,936,379 shares Meeting turnout: 77.35% Say-on-pay votes for: 94,695,112 votes +5 more

8 metrics

Shares represented 138,936,379 shares Class A common stock at June 18, 2026 meeting

Meeting turnout 77.35% Percent of Class A common stock outstanding as of April 24, 2026

Say-on-pay votes for 94,695,112 votes Advisory approval of named executive officer compensation

Say-on-pay votes against 1,020,267 votes Advisory approval of named executive officer compensation

Auditor ratification votes for 137,633,782 votes Ratification of PricewaterhouseCoopers LLP for year ending December 31, 2026

Auditor ratification votes against 630,689 votes Ratification of PricewaterhouseCoopers LLP

Auditor ratification abstentions 671,908 votes Ratification of PricewaterhouseCoopers LLP

Broker non-votes 42,217,956 votes Items 1 and 2 at the annual meeting

Key Terms

broker non-votes, advisory (non-binding) basis, independent registered public accounting firm, record date

4 terms

broker non-votes financial

"Votes FOR | Votes WITHHELD | 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.

advisory (non-binding) basis financial

"Approval, on an advisory (non-binding) basis, of the compensation"

independent registered public accounting firm financial

"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.

record date financial

"outstanding as of the April 24, 2026 record date"

The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.

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Understanding 8-K Material Events →

Available on EDGAR 06/22/2026 - 05:06 PM Accepted by SEC EDGAR 06/22/2026 - 05:06 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 18, 2026

Evolv Technologies Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-39417

84-4473840

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)


500 Totten Pond Road, 4th Floor Waltham, Massachusetts						02451
(Address of principal executive offices)						(Zip Code)

(781) 374-8100

Registrant’s telephone number, including area code

(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, par value $0.0001 per share

EVLV

The Nasdaq Stock Market

Warrants to purchase one share of Class A common stock

EVLVW

The Nasdaq Stock 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 5.07 Submission of Matters to a Vote of Security Holders.

On June 18, 2026, Evolv Technologies Holdings, Inc. (the “Company”) held its annual meeting of stockholders (the “Meeting”). At the Meeting, a total of 138,936,379 shares of Class A common stock were present in person or represented by proxy, representing approximately 77.35% percent of the Company’s Class A common stock outstanding as of the April 24, 2026 record date. The following are the voting results for the proposals considered and voted upon at the Meeting, each of which was described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 30, 2026.

Item 1 - Election of four Class II directors to serve until the Company’s annual meeting of stockholders to be held in 2029.


	Votes FOR	Votes WITHHELD	Broker Non-Votes
Neil Glat	75,654,804	21,063,619	42,217,956
Richard Shapiro	71,810,322	24,908,101	42,217,956

Item 2 - Approval, on an advisory (non-binding) basis, of the compensation of the Company’s named executive officers.


Votes FOR	Votes AGAINST	Votes ABSTAINED	Broker Non-Votes
94,695,112	1,020,267	1,003,044	42,217,956

Item 3 - Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026.


Votes FOR	Votes AGAINST	Votes ABSTAINED	Broker Non-Votes
137,633,782	630,689	671,908	0

Based on the foregoing votes, each of Neil Glat and Richard Shapiro was elected as a Class II director, and each of Items 2 and 3 was approved.

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.


	Evolv Technologies Holdings, Inc.

Date: June 22, 2026	By:	/s/ John Kedzierski
	Name:	John Kedzierski
	Title:	Chief Executive Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did Evolv Technologies Holdings, Inc. (EVLV) stockholders vote on at the 2026 annual meeting?

Stockholders voted on electing two Class II directors, approving executive compensation on an advisory basis, and ratifying PricewaterhouseCoopers LLP as independent auditor for the year ending December 31, 2026. All proposals received sufficient support to be approved.

How many EVLV shares were represented at the June 18, 2026 annual meeting?

A total of 138,936,379 shares of Evolv Technologies Holdings Class A common stock were represented in person or by proxy, representing approximately 77.35% of the shares outstanding as of the April 24, 2026 record date for the meeting.

Were the director nominees elected at the EVLV 2026 annual stockholder meeting?

Yes. Class II director nominees Neil Glat and Richard Shapiro were elected based on the votes cast at the meeting, and will serve until the company’s annual meeting of stockholders expected to be held in 2029, consistent with their Class II board terms.

Did EVLV stockholders approve executive compensation on an advisory basis in 2026?

Yes. Stockholders approved, on an advisory and non-binding basis, the compensation of Evolv Technologies Holdings’ named executive officers, with 94,695,112 votes for, 1,020,267 votes against, and 1,003,044 abstentions, plus 42,217,956 broker non-votes recorded.

Which audit firm did EVLV stockholders ratify for the 2026 fiscal year?

Stockholders ratified PricewaterhouseCoopers LLP as Evolv Technologies Holdings’ independent registered public accounting firm for the year ending December 31, 2026, with 137,633,782 votes for, 630,689 votes against, and 671,908 votes abstaining, and no broker non-votes reported.

Filing Exhibits & Attachments

4 documents