HealthEquity shareholders approve all 2026 proposals
HealthEquity, Inc. reported the results of its 2026 Annual Meeting of Stockholders held on June 25, 2026.
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Form Type
8-K
Rhea-AI Filing Summary
HealthEquity, Inc. reported the results of its 2026 Annual Meeting of Stockholders held on June 25, 2026. As of the May 6, 2026 record date, 83,830,457 shares of common stock were outstanding and entitled to vote.
Stockholders elected ten directors to serve until the 2027 annual meeting, with each nominee receiving over 74 million votes in favor. They also ratified PricewaterhouseCoopers LLP as independent auditor for the fiscal year ending January 31, 2027, approved on a non-binding basis the fiscal 2026 executive compensation, and authorized a new 2026 Employee Stock Purchase Plan. In addition, stockholders approved the Amended and Restated 2024 Equity Incentive Plan, supporting the company’s long-term equity-based compensation programs.
8-K Event Classification
2 items: 5.07, 9.01
2 items
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, or exhibit attachments filed with this report.
Key Figures
Shares entitled to vote: 83,830,457 shares
Auditor ratification votes for: 79,249,985 votes
Say-on-pay support: 74,032,348 votes for
+3 more
6 metrics
Shares entitled to vote
83,830,457 shares
Common stock outstanding as of May 6, 2026 record date
Auditor ratification votes for
79,249,985 votes
Ratification of PricewaterhouseCoopers LLP for FY ending January 31, 2027
Say-on-pay support
74,032,348 votes for
Advisory approval of fiscal 2026 executive compensation
2026 ESPP approval
75,717,841 votes for
Approval of 2026 Employee Stock Purchase Plan
2024 Equity Plan approval
73,514,259 votes for
Approval of Amended and Restated 2024 Equity Incentive Plan
Director vote example
75,701,238 votes for
Election of director William Gassen to serve until 2027 meeting
Key Terms
broker non-votes, non-binding, advisory basis, Employee Stock Purchase Plan, Equity Incentive Plan, +1 more
5 terms
broker non-votes financial
"The tables below set forth the number of votes cast for and against, and the number of abstentions or broker non-votes, for each matter"
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.
non-binding, advisory basis financial
"The approval, on a non-binding, advisory basis, of the fiscal 2026 compensation paid to the Company’s named executive officers."
A non-binding, advisory basis means a recommendation or decision that carries no legal force and does not obligate the parties to act; it’s similar to a friendly suggestion rather than a signed promise. For investors, this matters because such guidance can influence market expectations and management plans but offers no guarantee of follow-through, so investors should treat it as informative input rather than a firm commitment.
Employee Stock Purchase Plan financial
"The approval of the HealthEquity, Inc. 2026 Employee Stock Purchase Plan."
An employee stock purchase plan is a company program that lets workers buy shares through small payroll deductions, often at a discount to the market price and after a set offering period. Think of it like a workplace savings plan that turns into ownership: it encourages employees to share in the company’s success and can create predictable buying or selling of stock that investors watch because it affects supply, demand and employee incentives.
Equity Incentive Plan financial
"The approval of the Amended and Restated HealthEquity, Inc. 2024 Equity Incentive Plan."
An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.
independent registered public accounting firm financial
"The ratification of 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.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What did HealthEquity (HQY) stockholders vote on at the 2026 Annual Meeting?
Stockholders voted on five proposals, including electing ten directors, ratifying PricewaterhouseCoopers LLP as auditor, approving 2026 executive pay on an advisory basis, and approving both a 2026 Employee Stock Purchase Plan and an amended 2024 Equity Incentive Plan.
Were all director nominees elected at HealthEquity’s 2026 Annual Meeting?
Yes, all ten director nominees were elected. Each received more than 74 million votes in favor, with relatively low levels of votes against or abstentions, confirming broad stockholder support for the company’s current board composition for the term through the 2027 meeting.
Did HealthEquity (HQY) stockholders approve the 2026 Employee Stock Purchase Plan?
Yes, stockholders approved the 2026 Employee Stock Purchase Plan with 75,717,841 votes for, 190,964 against, and 21,601 abstentions, plus 3,822,795 broker non-votes. This authorization supports ongoing employee share purchase opportunities under a formalized plan structure.
What were the vote results on HealthEquity’s amended 2024 Equity Incentive Plan?
The Amended and Restated 2024 Equity Incentive Plan was approved with 73,514,259 votes for, 2,366,900 against, 49,247 abstentions, and 3,822,795 broker non-votes. This maintains the company’s framework for granting equity awards as part of long-term incentive compensation programs.
Who is HealthEquity’s auditor for the fiscal year ending January 31, 2027?
PricewaterhouseCoopers LLP will serve as HealthEquity’s independent registered public accounting firm for the fiscal year ending January 31, 2027, after stockholders ratified its appointment with 79,249,985 votes for, 449,600 against, and 53,616 abstentions at the 2026 Annual Meeting.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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