Expensify (NASDAQ: EXFY) investors back reverse split, auditor and pay plan

Rhea-AI Filing Summary

Expensify, Inc. reported the results of its 2026 annual stockholder meeting held on May 22, 2026. Stockholders elected eight directors, including David Barrett and Ellen Pao, to serve until the 2027 annual meeting. All governance proposals on the ballot were approved.

Stockholders ratified KPMG LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, with 507,688,387 votes for and 79,336 against. They also approved, on an advisory basis, executive compensation and authorized amendments to implement a reverse stock split with a corresponding decrease in authorized shares.

Insights

Corporate governance analyst

All Expensify proposals passed, including a reverse split authorization.

Stockholders backed the full director slate and key governance items, including auditor ratification and say-on-pay. Support levels for management-sponsored proposals appear strong based on the disclosed vote tallies.

The approval to amend the charter for a reverse stock split and matching reduction in authorized shares gives Expensify flexibility to adjust its share structure. The filing does not specify timing or terms, so future disclosures would be needed for implementation details.

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

Highest director votes for: 463,909,648 votes Auditor ratification for votes: 507,688,387 votes Reverse split approval for votes: 508,746,708 votes +3 more

6 metrics

Highest director votes for 463,909,648 votes Ellen Pao director election, with 16,163,275 withheld and 33,914,885 broker non-votes

Auditor ratification for votes 507,688,387 votes Ratification of KPMG LLP for fiscal year ending December 31, 2026

Reverse split approval for votes 508,746,708 votes Charter amendments for reverse stock split and decrease in authorized shares

Reverse split approval against votes 5,199,186 votes Votes against charter amendments for reverse stock split and authorized share reduction

Say-on-pay for votes 463,816,243 votes Advisory approval of compensation for named executive officers

Say-on-pay broker non-votes 33,914,885 votes Broker non-votes on advisory compensation proposal

Key Terms

Emerging growth company, Reverse stock split, Broker Non-Votes, Independent registered public accounting firm, +1 more

5 terms

Emerging growth company regulatory

"405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Reverse stock split financial

"Approval and Adoption of Amendments to Our Amended and Restated Certificate of Incorporation to Effect (i) a Reverse Stock Split"

A reverse stock split is when a company reduces the number of its shares outstanding, making each share more valuable. For example, if you own 100 shares worth $1 each, a 1-for-10 reverse split would turn your 100 shares into 10 shares worth $10 each. Companies often do this to boost their stock price and appear more stable to investors.

Broker Non-Votes financial

"Nominee | For | Withheld | Broker Non-Votes David Barrett | 456,161,131 | 23,911,792 | 33,914,885"

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

"ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026"

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.

Advisory vote financial

"Advisory Vote on the Compensation of Our Named Executive Officers The Company’s stockholders approved, on an advisory basis, the 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.

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Understanding 8-K Material Events →

0001476840False00014768402026-05-222026-05-22

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): May 22, 2026

Expensify, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware

001-41043

27-0239450

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(IRS Employer Identification No.)

88 Kearny St, Ste 1600

San Francisco, California 94108

(Address of Principal Executive Offices) (Zip Code)

(971) 365-3939

(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:

☐						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

EXFY

The Nasdaq Stock Market LLC

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 May 22, 2026, the Company held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). Set forth below are the matters acted upon at the Annual Meeting and the final voting results on each matter.

Proposal 1: Election of Directors

The Company’s stockholders elected David Barrett, Ryan Schaffer, Jason Mills, Daniel Vidal, Carlos Alvarez Divo, Timothy L. Christen, Ying (Vivian) Liu and Ellen Pao as members of the Company’s board of directors to serve until the Company’s 2027 annual meeting of stockholders and until their respective successors have been duly elected and qualified. The results of the vote were as follows:

Nominee						For						Withheld						Broker Non-Votes
David Barrett						456,161,131						23,911,792						33,914,885
Ryan Schaffer						457,329,726						22,743,197						33,914,885
Jason Mills						457,506,915						22,566,008						33,914,885
Daniel Vidal						457,544,874						22,528,049						33,914,885
Carlos Alvarez Divo						457,821,099						22,251,824						33,914,885
Timothy L. Christen						460,128,589						19,944,334						33,914,885
Ying (Vivian) Liu						463,906,730						16,166,193						33,914,885
Ellen Pao						463,909,648						16,163,275						33,914,885

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

The Company’s stockholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The results of the vote were as follows:

For						Against						Abstain						Broker Non-Votes
507,688,387						79,336						6,220,085						—

Proposal 3: Advisory Vote on the Compensation of Our Named Executive Officers

The Company’s stockholders approved, on an advisory basis, the compensation paid to the Company’s named executive officers. The results of the vote were as follows:

For						Against						Abstain						Broker Non-Votes
463,816,243						10,148,633						6,108,047						33,914,885

Proposal 4: Approval and Adoption of Amendments to Our Amended and Restated Certificate of Incorporation to Effect (i) a Reverse Stock Split and (ii) a Corresponding Decrease in Authorized Shares

The Company’s stockholders approved and adopted amendments to the Company’s amended and restated certificate of incorporation to effect (i) a reverse stock split and (ii) a corresponding decrease in authorized shares. The results of the vote were as follows:

For						Against						Abstain						Broker Non-Votes
508,746,708						5,199,186						41,914						—

Based on the foregoing votes, the eight director nominees were elected and Proposals 2, 3 and 4 were approved.

No other matters were submitted for stockholder action at the Annual Meeting.

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.

Expensify, Inc.
By:						/s/ Ryan Schaffer
Name:						Ryan Schaffer
Title:						Chief Financial Officer

Date: May 26, 2026

FAQ

What did Expensify (EXFY) stockholders approve at the 2026 annual meeting?

Expensify stockholders elected eight directors, ratified KPMG LLP as auditor, approved executive compensation on an advisory basis, and authorized charter amendments for a reverse stock split with a corresponding decrease in authorized shares, signaling broad support for current governance proposals.

Which directors were elected at Expensify (EXFY)’s 2026 annual meeting?

Stockholders elected David Barrett, Ryan Schaffer, Jason Mills, Daniel Vidal, Carlos Alvarez Divo, Timothy L. Christen, Ying (Vivian) Liu, and Ellen Pao to Expensify’s board. Each will serve until the 2027 annual meeting and until a successor is duly elected and qualified.

How did Expensify (EXFY) stockholders vote on the reverse stock split proposal?

Stockholders approved amendments to enable a reverse stock split and decrease in authorized shares, with 508,746,708 votes for, 5,199,186 against, and 41,914 abstentions. This authorization allows Expensify to change its share structure through charter amendments if it decides to proceed.

Who is Expensify (EXFY)’s independent registered public accounting firm for 2026?

Expensify stockholders ratified KPMG LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026. The vote was 507,688,387 shares for, 79,336 against, and 6,220,085 abstentions, with no broker non-votes reported on this proposal.

What were the results of Expensify (EXFY)’s say-on-pay vote in 2026?

Stockholders approved, on an advisory basis, compensation for Expensify’s named executive officers. The vote results were 463,816,243 shares for, 10,148,633 against, 6,108,047 abstentions, and 33,914,885 broker non-votes, indicating majority support for the disclosed pay program.

When was Expensify (EXFY)’s 2026 annual meeting of stockholders held?

Expensify held its 2026 annual meeting of stockholders on May 22, 2026. At this meeting, stockholders voted on director elections, auditor ratification, executive compensation, and amendments to the certificate of incorporation for a reverse stock split and reduced authorized shares.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.7 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 22.0 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.7 KB