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Freshworks (NASDAQ: FRSH) investors approve pay, annual votes and Deloitte

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(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Freshworks Inc. reported the results of its 2026 annual stockholder meeting held virtually on May 28, 2026. Stockholders elected four Class II directors — Roxanne S. Austin, Sameer Gandhi, Frank Pelzer, and Dennis Woodside — with "for" votes ranging from 439,321,400 to 476,555,679 and broker non-votes of 56,711,033 for each nominee.

Stockholders approved, on an advisory basis, the compensation of the company’s named executive officers, with 378,163,671 votes for, 57,050,773 against, and 45,710,395 abstentions, plus 56,711,033 broker non-votes. They also advised that executive compensation should be submitted for advisory approval every year, with 407,923,812 votes for one year compared with 13,834,261 for three years.

In addition, stockholders ratified Deloitte & Touche LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, with 536,542,293 votes for, 485,331 against, and 608,248 abstentions. No other matters were submitted for action at the meeting.

Positive

  • None.

Negative

  • None.
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.
Votes for Dennis Woodside 476,555,679 votes Election as Class II director at 2026 annual meeting
Votes for Frank Pelzer 475,795,589 votes Election as Class II director at 2026 annual meeting
Say-on-pay support 378,163,671 votes for Advisory vote on executive compensation at 2026 annual meeting
Say-on-pay against 57,050,773 votes against Advisory vote on executive compensation at 2026 annual meeting
Annual frequency support 407,923,812 votes Preferred frequency of advisory say-on-pay vote (1 year)
Auditor ratification for Deloitte 536,542,293 votes for Ratification of Deloitte & Touche LLP as 2026 auditor
Auditor ratification against 485,331 votes against Ratification of Deloitte & Touche LLP as 2026 auditor
broker non-vote financial
"Nominee | For | Withhold | Broker Non-Vote Roxanne S. Austin | 439,321,400 | 41,603,439 | 56,711,033"
advisory vote financial
"Proposal 2 - Advisory Vote on Executive Compensation. 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.
named executive officers financial
"the compensation of the Company’s named executive officers as disclosed in the Company’s definitive proxy statement"
Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.
independent registered public accounting firm financial
"ratified the appointment of Deloitte & Touche 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.
emerging growth company regulatory
"Emerging growth company Item 5.07 Submission of Matters to a Vote of Security Holders."
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.
Understanding 8-K Material Events →
0001544522FALSE00015445222026-05-282026-05-28



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 28, 2026
FRESHWORKS INC.
(Exact name of Registrant as Specified in Its Charter)

Delaware001-4080633-1218825
(State or Other Jurisdiction
of Incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
2950 S. Delaware Street, Suite 201
San Mateo, CA 94403
(Address of Principal Executive Offices and Zip Code)
(650) 513-0514
(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 (see General Instruction A.2. below):
☐    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, $0.00001 par value per shareFRSHThe 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 28, 2026, Freshworks Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”) virtually via live webcast. The following proposals were voted upon, and the final voting results with respect to each such proposal are set forth below.
Proposal 1 - Election of Directors. The Company’s stockholders elected each of the following Class II director nominees to hold office until the Company’s 2029 Annual Meeting of Stockholders and until his or her successor is duly elected and qualified or until his or her earlier death, resignation, or removal. The results of the vote were:
NomineeForWithholdBroker Non-Vote
Roxanne S. Austin439,321,40041,603,43956,711,033
Sameer Gandhi447,757,47233,167,36756,711,033
Frank Pelzer475,795,5895,129,25056,711,033
Dennis Woodside476,555,6794,369,16056,711,033

Proposal 2 - Advisory Vote on Executive Compensation. The Company’s stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 9, 2026. The results of the vote were:
ForAgainstAbstainBroker Non-Vote
378,163,67157,050,77345,710,39556,711,033

Proposal 3 – Advisory Vote on the Frequency of Solicitation of Advisory Stockholder Approval of Executive Compensation. The Company’s stockholders approved, on an advisory basis, every year as the preferred frequency for solicitation of advisory stockholder approval of the compensation paid to the Company’s named executive officers. The results of the vote were:
1 Year2 Years3 YearsAbstain
407,923,81294,95013,834,26159,071,816

Proposal 4 - Ratification of Independent Registered Public Accounting Firm. The Company’s stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The results of the vote were:
ForAgainstAbstain
536,542,293485,331608,248

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


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.
Freshworks Inc.
Dated: May 29, 2026
By:/s/ Pamela Sergeeff
Pamela Sergeeff
Chief Legal Officer and General Counsel


Source: View Original Filing on SEC EDGAR

FAQ

What did Freshworks Inc. (FRSH) shareholders decide at the 2026 annual meeting?

Shareholders elected four Class II directors, approved executive compensation on an advisory basis, chose an annual say-on-pay frequency, and ratified Deloitte & Touche LLP as independent auditor for 2026, with strong support shown across all proposals.

How did Freshworks (FRSH) shareholders vote on director elections in 2026?

Shareholders elected Roxanne S. Austin, Sameer Gandhi, Frank Pelzer, and Dennis Woodside as Class II directors, with each receiving between 439,321,400 and 476,555,679 votes for, relatively few withhold votes, and 56,711,033 broker non-votes recorded for each nominee.

How did Freshworks (FRSH) shareholders vote on executive compensation in 2026?

Shareholders approved the compensation of named executive officers on an advisory basis, with 378,163,671 votes for, 57,050,773 against, 45,710,395 abstentions, and 56,711,033 broker non-votes, reflecting overall support while still showing a notable minority voting against the pay program.

What say-on-pay frequency did Freshworks (FRSH) shareholders prefer in 2026?

Shareholders expressed a preference for an advisory vote on executive compensation every year, with 407,923,812 votes for one year, 94,950 for two years, 13,834,261 for three years, and 59,071,816 abstentions, making annual votes the clearly favored schedule.

Which auditor did Freshworks (FRSH) shareholders ratify for fiscal 2026?

Shareholders ratified Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026, with 536,542,293 votes for, 485,331 against, and 608,248 abstentions, indicating broad support for continuing the existing audit relationship.

Were any other matters voted on at the Freshworks (FRSH) 2026 annual meeting?

No. The only matters submitted for stockholder action were director elections, advisory votes on executive compensation and its frequency, and ratification of Deloitte & Touche LLP as auditor; no additional proposals were presented for consideration.

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