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Five9 (NASDAQ: FIVN) holders back board declassification, pay plan and KPMG

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(Moderate)
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(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Five9, Inc. reported the results of its 2026 annual stockholder meeting. Stockholders approved amendments to the company’s Charter to declassify the board of directors and to remove supermajority voting requirements, shifting governance toward simpler majority voting. They also elected two Class III directors, Amit Mathradas and Sagar Gupta, to serve until the 2027 annual meeting. An advisory vote approved compensation for the company’s named executive officers, and stockholders ratified KPMG LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026. A total of 62,804,950 shares, or 82% of common stock outstanding as of March 24, 2026, were represented at the meeting.

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Insights

Five9 shareholders back governance changes, director slate, and auditor.

Five9’s stockholders approved key governance reforms by voting to declassify the board and eliminate supermajority voting requirements. These changes move the company toward a more standard one-year director election cycle and simpler majority-based decision making.

All management proposals passed with strong support, including advisory approval of executive pay and ratification of KPMG as independent auditor for the year ending December 31, 2026. Turnout was high, with 62,804,950 shares, or 82% of common stock outstanding as of March 24, 2026, represented at the meeting.

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.
Shares represented at meeting 62,804,950 shares 82% of common stock outstanding as of March 24, 2026
Declassification proposal support 55,286,200 for / 96,421 against Vote on declassifying the board of directors
Supermajority removal support 55,241,926 for / 136,922 against Vote on removing supermajority voting requirements
Say-on-pay support 50,349,625 for / 4,976,172 against Advisory vote on executive compensation
KPMG ratification support 62,448,505 for / 254,888 against Ratification of KPMG LLP as auditor for 2026
Director vote – Amit Mathradas 55,248,526 for / 74,336 withheld Election as Class III director until 2027 meeting
Director vote – Sagar Gupta 54,143,117 for / 415,220 withheld Election as Class III director until 2027 meeting
declassify the board of directors financial
"approved management’s proposal to amend and restate the Company’s Amended and Restated Certificate of Incorporation ... to declassify the board of directors"
supermajority voting requirements financial
"approved management’s proposal to amend and restate the Company’s Charter to remove supermajority voting requirements"
broker non-votes financial
"Shares For | Shares Against | Shares Abstained | 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 vote on executive compensation financial
"The Company’s stockholders approved, on an advisory basis, the compensation of its named executive officers."
A non-binding shareholder vote allowing investors to approve or reject the pay packages and compensation policies for a company’s top executives. It matters because the outcome tells the board whether owners are satisfied with executive pay and can prompt changes in policy or leadership much like a customer survey prompts a company to adjust its product — signaled approval can support management credibility, while rejection may increase scrutiny and affect investor confidence.
independent registered public accounting firm financial
"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.
Understanding 8-K Material Events →
0001288847false00012888472026-05-202026-05-20

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 20, 2026
FIVE9, INC.
(Exact name of Registrant as specified in its charter)
 
Delaware001-3638394-3394123
(State or other jurisdiction
of incorporation)
(Commission File No.)
(I.R.S. Employer
Identification No.)
3001 Bishop Drive, Suite 350
San Ramon, CA 94583
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: (925) 201-2000
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 ClassTrading Symbol(s)Name of Each Exchange on Which Registered
Common stock, par value $0.001 per shareFIVNThe NASDAQ Global Market
Indicated 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 20, 2026, Five9, Inc. (the “Company”) held its 2026 annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders (1) approved management’s proposal to amend and restate the Company’s Amended and Restated Certificate of Incorporation (the “Charter”) to declassify the board of directors, (2) approved management’s proposal to amend and restate the Company’s Charter to remove supermajority voting requirements, (3) elected two directors to the Company’s board of directors, (4) approved, on an advisory basis, the compensation of the Company’s named executive officers, and (5) ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. A total of 62,804,950 shares, or 82% of the Company’s common stock outstanding as of the record date of March 24, 2026, were represented in person or by proxy at the Annual Meeting. The matters voted on by the Company’s stockholders and the voting results are as follows:
1. Declassification of the Board of Directors. The Company’s stockholders approved management's proposal to amend and restate the Company's Charter to declassify the Board of Directors.
Shares ForShares AgainstShares AbstainedBroker Non-Votes
55,286,200 96,421 126,684 7,295,645 
2. Removal of supermajority voting requirements. The Company’s stockholders approved management's proposal to amend and restate the Company's Charter to remove supermajority voting requirements.
Shares ForShares AgainstShares AbstainedBroker Non-Votes
55,241,926 136,922 130,457 7,295,645 
3. Election of Directors. Each of the two nominees for director were elected as Class III directors to the Company’s Board of Directors to serve until the Company’s 2027 annual meeting of stockholders or until their successors are duly elected and qualified.
NomineeShares ForShares WithheldBroker Non-Votes
Amit Mathradas55,248,526 74,336 7,295,645 
Sagar Gupta54,143,117 415,220 7,295,645 

4. Advisory vote on executive compensation. The Company’s stockholders approved, on an advisory basis, the compensation of its named executive officers. The proposal received the following votes:
Shares ForShares AgainstShares AbstainedBroker Non-Votes
50,349,625 4,976,172 183,508 7,295,645 
5. Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The appointment of KPMG LLP was ratified.
Shares ForShares AgainstShares Abstained
62,448,505 254,888 101,557 

Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
 
Exhibit No.  Description
104The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.



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.
 
   FIVE9, INC.
Date: May 20, 2026   By: /s/ Bryan Lee
    Bryan Lee
    
Chief Financial Officer



Source: View Original Filing on SEC EDGAR

FAQ

What governance changes did Five9 (FIVN) stockholders approve at the 2026 annual meeting?

Stockholders approved amendments to declassify the board of directors and remove supermajority voting requirements. These changes shift Five9’s Charter toward annual director elections and simpler majority-based stockholder approvals for key decisions.

How many Five9 (FIVN) shares were represented at the 2026 annual stockholder meeting?

A total of 62,804,950 shares were represented in person or by proxy, equal to 82% of common stock outstanding as of the March 24, 2026 record date. This indicates strong participation in the annual meeting vote.

Which director nominees were elected to Five9’s board at the 2026 meeting?

Stockholders elected Amit Mathradas and Sagar Gupta as Class III directors. They will serve on Five9’s board until the 2027 annual meeting of stockholders, or until their successors are duly elected and qualified under the company’s governance framework.

Did Five9 (FIVN) stockholders approve executive compensation in the 2026 advisory vote?

Yes. The advisory proposal on compensation of named executive officers received 50,349,625 votes for, 4,976,172 against, and 183,508 abstentions, with 7,295,645 broker non-votes. This indicates overall support for Five9’s executive pay programs.

Which audit firm did Five9 stockholders ratify for the fiscal year ending December 31, 2026?

Stockholders ratified KPMG LLP as Five9’s independent registered public accounting firm. The ratification received 62,448,505 votes for, 254,888 against, and 101,557 abstentions, confirming continued stockholder support for KPMG in this role.

Filing Exhibits & Attachments

3 documents

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