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Ibotta (NYSE: IBTA) appoints principal accounting officer, shareholders back pay and KPMG

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Form Type
8-K

Rhea-AI Filing Summary

Ibotta, Inc. filed details on a management change and shareholder voting results. Effective May 19, 2026, the Board appointed Senior Vice President of Accounting Jared Chomko to resume serving as Principal Accounting Officer, with no change to his compensation, and CFO Matt Puckett ended his interim role.

The company also reported outcomes from its 2026 annual shareholder meeting. Shareholders elected two Class II directors, approved on an advisory basis executive compensation, chose an annual advisory vote on pay, and ratified KPMG LLP as independent registered public accounting firm for the 2026 fiscal year.

Positive

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Negative

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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.
Class A shares outstanding 20,768,166 shares As of record date March 23, 2026, one vote per share
Class B shares outstanding 3,077,424 shares As of record date March 23, 2026, 20 votes per share
Total common shares represented 15,508,056 shares Shares present or by proxy at 2026 annual meeting
Total votes represented 69,419,112 votes Voting power present at 2026 annual meeting, constituting a quorum
Votes for Amit Doshi 64,027,356 votes Election as Class II director at 2026 annual meeting
Votes for say-on-pay 65,559,261 votes Advisory approval of named executive officer compensation
Votes for annual pay frequency 65,739,126 votes Advisory choice to hold say-on-pay every one year
Votes for KPMG ratification 69,313,700 votes Ratification as independent registered public accounting firm for 2026
Principal Accounting Officer financial
"appointed Jared Chomko, the Company's Senior Vice President of Accounting to resume serving as its Principal Accounting Officer"
The Principal Accounting Officer is the person responsible for making sure a company's financial records are accurate and follow the rules. They play a key role in preparing financial reports that show how well the company is doing. This helps investors, managers, and regulators trust the company's financial information.
Emerging growth company regulatory
"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.
broker non-votes financial
"The final number of votes cast for and against and the final number of abstentions and broker non-votes with respect to each proposal"
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 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.
advisory (non-binding) basis regulatory
"The shareholders approved, on an advisory (non-binding) basis, the compensation of the Company's named executive officers"
Understanding 8-K Material Events →
0001538379FALSE00015383792026-05-192026-05-19


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 19, 2026

Ibotta, Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of
incorporation or organization)
001-42018
(Commission File Number)
35-2426358
(I.R.S. Employer
Identification Number)
1400 16th Street, Suite 600
Denver, Colorado
(Address of principal executive offices)
80202
(Zip Code)
303-593-1633
(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 classTrading Symbol(s)Name of each exchange on which registered
Class A Common Stock, $0.00001 par value per shareIBTANew York Stock Exchange
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of Principal Accounting Officer

Effective May 19, 2026, the Board of Directors (the "Board") of Ibotta, Inc. (the "Company") appointed Jared Chomko, the Company's Senior Vice President of Accounting to resume serving as its Principal Accounting Officer. Mr. Chomko will continue reporting to Matt Puckett, the Company's Chief Financial Officer who has been acting as Interim Principal Accounting Officer since October 13, 2025. In conjunction with Mr. Chomko assuming the role of Principal Accounting Officer, Mr. Puckett will step down as the Company’s Interim Principal Accounting Officer.

Mr. Chomko, 37, has served as the Company's Senior Vice President of Accounting since August 2025 and Vice President of Accounting from January 2024 to August 2025. Previously, he served as the Company's Controller from February 2021 to December 2023. Prior to Ibotta, Mr. Chomko was an Auditor at KPMG from 2012 to 2021. Mr. Chomko holds a Bachelor's degree in Business Administration and a Master of Accountancy from Colorado State University and is a Certified Public Accountant.

There are no changes to Mr. Chomko's compensation as a result of the appointment.

There are no family relationships between Mr. Chomko and any executive officer or director of the Company, and there are no understandings or arrangements between Mr. Chomko and any other person pursuant to which Mr. Chomko was appointed as Principal Accounting Officer. Mr. Chomko has no transactions reportable under Item 404(a) of Regulation S-K.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On May 19, 2026, the Company held its 2026 annual meeting of shareholders (the “Meeting”). As of the record date for the Meeting, which was established by the Board to be the close of business on March 23, 2026, there were 20,768,166 shares of the Company’s Class A common stock, with a par value of $0.00001 per share (the “Class A common stock”), outstanding (each entitled to one vote per share), and 3,077,424 shares of the Company’s Class B common stock, with a par value of $0.00001 per share (the “Class B common stock” and, together with the Class A common stock, the “common stock”), outstanding (each entitled to 20 votes per share). The common stock voted as a single class on all matters. Of the 23,845,590 shares of common stock outstanding as of the record date, 15,508,056 shares were represented at the Meeting or by proxy, together representing a total of 69,419,112 votes, or a majority of the voting power of all issued and outstanding shares of common stock as of the record date, and constituting a quorum under the Company’s amended and restated bylaws. The shareholders considered four proposals at the Meeting, each of which is described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 7, 2026 (the "Proxy Statement"). The final number of votes cast for and against and the final number of abstentions and broker non-votes with respect to each proposal voted upon are set forth below.

Proposal 1. The shareholders elected two Class II directors to hold office for a three-year term expiring at the 2029 annual meeting of shareholders and until their respective successors are duly elected and qualified, by the following vote:

NameForAgainstAbstainBroker Non-Votes
Amit Doshi64,027,3561,737,48364,5333,589,740
Larry Sonsini65,521,774243,10564,4933,589,740




Proposal 2. The shareholders approved, on an advisory (non-binding) basis, the compensation of the Company's named executive officers, as disclosed in the Proxy Statement, by the following vote:

ForAgainstAbstainBroker Non-Votes
65,559,261190,91779,1943,589,740

Proposal 3. The shareholders approved, on an advisory (non-binding) basis, that the frequency of the vote on the compensation of the Company's named executive officers occur every one year, by the following vote:

1 Year2 Years3 YearsAbstainBroker Non-Votes
65,739,12617,3079,16963,7703,589,740

In accordance with the recommendation of our Board and the voting results of our shareholders on this advisory (non-binding) proposal, the Company has determined that it will hold an advisory (non-binding) vote on the compensation of our named executive officers on an annual basis. The next required advisory (non-binding) vote on the frequency of approval of the compensation of our named executive officers will take place no later than the Company’s annual meeting of shareholders in 2032.

Proposal 4. The shareholders ratified the appointment of KPMG, LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026, by the following vote:

ForAgainstAbstainBroker Non-Votes
69,313,70041,85163,5610


No other items were presented for shareholder approval at the 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.
IBOTTA, INC.
Date:5/22/2026By:/s/ David T. Shapiro
David T. Shapiro
Chief Legal Officer & Corporate Secretary


Source: View Original Filing on SEC EDGAR

FAQ

What leadership change did Ibotta (IBTA) announce in this 8-K?

Ibotta appointed Senior Vice President of Accounting Jared Chomko as Principal Accounting Officer effective May 19, 2026. He resumes this role from CFO Matt Puckett, who had been serving as interim Principal Accounting Officer since October 13, 2025, with no change to Chomko’s compensation.

How many Ibotta (IBTA) shares were entitled to vote at the 2026 annual meeting?

The record date counted 20,768,166 Class A shares and 3,077,424 Class B shares outstanding. Class A carried one vote per share and Class B carried 20 votes per share, with all common stock voting together as a single class on each proposal.

Were Ibotta’s director nominees elected at the 2026 shareholder meeting?

Yes. Shareholders elected Class II directors Amit Doshi and Larry Sonsini to terms expiring at the 2029 annual meeting. Doshi received 64,027,356 votes for, and Sonsini received 65,521,774 votes for, with both candidates securing clear majority support.

How did Ibotta (IBTA) shareholders vote on executive compensation in 2026?

Shareholders approved, on an advisory non-binding basis, the compensation of Ibotta’s named executive officers. The say-on-pay proposal received 65,559,261 votes for, 190,917 against, and 79,194 abstentions, with 3,589,740 broker non-votes recorded and pay practices gaining strong support.

What frequency did Ibotta shareholders choose for say-on-pay votes?

Shareholders advised holding say-on-pay votes every one year, with 65,739,126 votes for annual frequency. The Board adopted this preference, and the next required vote on frequency will occur no later than the company’s annual meeting of shareholders in 2032.

Which auditor did Ibotta (IBTA) shareholders ratify for fiscal 2026?

Shareholders ratified KPMG LLP as Ibotta’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The ratification received 69,313,700 votes for, 41,851 against, and 63,561 abstentions, with no broker non-votes on this proposal.

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