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Samsara Inc. (NYSE: IOT) investors back board, auditor and pay

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

Rhea-AI Filing Summary

Samsara Inc. held its annual meeting of stockholders on July 22, 2026, where stockholders approved all three proposals presented. Eight directors were elected to serve until the next annual meeting, including Gary Steele, who received 2,225,879,315 votes for, 1,341,149 votes withheld, and 29,708,157 broker non-votes.

Stockholders ratified the appointment of Deloitte & Touche LLP as independent registered public accounting firm for the fiscal year ending January 30, 2027, with 2,255,012,812 votes for, 1,752,631 against, and 163,178 abstentions. An advisory resolution approving compensation of named executive officers passed with 2,203,754,736 votes for, 23,276,163 against, 189,565 abstentions, and 29,708,157 broker non-votes.

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 Deloitte & Touche LLP ratification 2,255,012,812 For Proposal 2, ratifying the independent registered public accounting firm for fiscal year ending January 30, 2027
Votes against Deloitte & Touche LLP ratification 1,752,631 Against Proposal 2 to ratify the independent registered public accounting firm
Abstentions on auditor ratification 163,178 Abstain votes on Proposal 2 for auditor ratification
Votes for say-on-pay proposal 2,203,754,736 For Proposal 3, advisory vote on compensation of named executive officers
Votes against say-on-pay proposal 23,276,163 Against Proposal 3, advisory vote on executive compensation
Broker non-votes on say-on-pay 29,708,157 Broker non-votes reported for Proposal 3
Votes for Gary Steele director election 2,225,879,315 For election of director Gary Steele at the annual meeting
Votes withheld for Gary Steele 1,341,149 Withhold votes for director nominee Gary Steele
Broker Non-Votes financial
"For | Against | Abstain | Broker Non-Votes 2,203,754,736"
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.
Emerging growth company regulatory
"Emerging growth company o o Item 5.07 Submission"
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.
independent registered public accounting firm regulatory
"Deloitte & Touche LLP, an 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.
advisory vote on the compensation of our named executive officers financial
"Advisory Vote on the Compensation of Our Named Executive Officers"

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What did Samsara Inc. (IOT) shareholders decide at the July 22, 2026 annual meeting?
Samsara shareholders approved all three proposals at the 2026 annual meeting, reelecting eight directors, ratifying Deloitte & Touche LLP as auditor for the fiscal year ending January 30, 2027, and passing the advisory vote on named executive officer compensation.

Were all Samsara Inc. (IOT) director nominees elected at the 2026 annual meeting?
Yes, all eight director nominees were elected to serve until the next annual meeting. Support included 2,225,879,315 votes for Gary Steele, with 1,341,149 votes withheld and 29,708,157 broker non-votes recorded for his election.

Did Samsara Inc. (IOT) shareholders ratify Deloitte & Touche as auditor?
Shareholders ratified Deloitte & Touche LLP as independent registered public accounting firm for the fiscal year ending January 30, 2027, with 2,255,012,812 votes for, 1,752,631 votes against, and 163,178 abstentions reported in the vote tally.

How did Samsara Inc. (IOT) shareholders vote on executive compensation in 2026?
Shareholders approved the advisory vote on compensation of named executive officers, with 2,203,754,736 votes for, 23,276,163 against, 189,565 abstentions, and 29,708,157 broker non-votes, indicating support for the company’s executive pay program at this meeting.

What were broker non-votes at Samsara Inc. (IOT)’s 2026 annual meeting?
Broker non-votes totaled 29,708,157 on the director elections and the say-on-pay proposal. Broker non-votes arise when brokers hold shares but are not instructed on certain proposals and thus do not vote those shares on those specific items.
false000164289600016428962026-07-222026-07-22

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): July 22, 2026
SAMSARA INC.
(Exact name of registrant as specified in its charter)
Nevada
001-41140
47-3100039
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)
1 De Haro Street
San Francisco, California 94107
(Address of principal executive offices, including zip code)
(415) 985-2400
(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 classTrading Symbol(s)Name of each exchange on which registered
Class A Common Stock, $0.0001 par value per shareIOTThe New 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 o
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. o


Item 5.07    Submission of Matters to a Vote of Security Holders.
On July 22, 2026, Samsara Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). The Company’s stockholders voted on the following three proposals, which are described in more detail in the Company’s definitive proxy statement filed with the United States Securities and Exchange Commission on June 1, 2026 (the “Proxy Statement”):
(1)to elect eight directors to the Board of Directors of the Company until the next annual meeting of stockholders and until their respective successors are elected and qualified;
(2)to ratify the appointment of Deloitte & Touche LLP, an independent registered public accounting firm, as auditors for the fiscal year ending January 30, 2027; and
(3)to vote on the compensation of our named executive officers.
Proposal 1 – Election of Directors.
Each of the following nominees was elected to serve as a director and to hold office until the Company’s next annual meeting of stockholders and until his or her respective successor has been duly elected and qualified, or until such director’s earlier death, resignation, or removal, based on the following results of voting:
ForWithholdBroker Non-Votes
Sanjit Biswas2,214,155,515 13,064,949 29,708,157 
John Bicket2,220,968,672 6,251,792 29,708,157 
Marc Andreessen2,221,581,324 5,639,140 29,708,157 
Todd Bluedorn2,164,128,938 63,091,526 29,708,157 
Jonathan Chadwick2,221,749,469 5,470,995 29,708,157 
Alyssa Henry2,222,316,075 4,904,389 29,708,157 
Ann Livermore2,142,633,952 84,586,512 29,708,157 
Gary Steele2,225,879,315 1,341,149 29,708,157 
Proposal 2 – Ratification of Appointment of Independent Registered Public Accounting Firm.
The appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 30, 2027 was ratified based on the following results of voting:
ForAgainstAbstain
2,255,012,812 1,752,631 163,178 
Proposal 3 – Advisory Vote on the Compensation of Our Named Executive Officers.
The vote to approve the compensation of our named executive officers was ratified based on the following results of voting:
ForAgainstAbstainBroker Non-Votes
2,203,754,736 23,276,163 189,565 29,708,157 


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.

SAMSARA INC.
Date: July 23, 2026
By:/s/ Adam Eltoukhy
Adam Eltoukhy
Executive Vice President, Chief Administrative Officer and Corporate Secretary

Source: View Original Filing on SEC EDGAR

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