Kyndryl (NYSE: KD) holders approve 7.6M-share long-term incentive plan
Rhea-AI Filing Summary
Kyndryl Holdings, Inc. reported the results of its July 30, 2026 annual meeting of stockholders. Stockholders approved the Amended and Restated Kyndryl 2021 Long-Term Performance Plan, increasing shares issuable under the plan by 7,600,000. They also elected six directors, with each nominee receiving support from approximately 90% of votes cast.
Stockholders approved, on an advisory basis, compensation of the named executive officers, with 75% of votes present and entitled to vote in favor, and approved the Amended Plan with 94% supporting votes. In addition, 97% of votes present and entitled to vote ratified PricewaterhouseCoopers LLP as independent registered public accounting firm for the fiscal year ending March 31, 2027.
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8-K Event Classification
3 items: 5.02, 5.07, 9.01
3 items
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
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.
Key Figures
Additional shares under Amended Plan: 7,600,000 shares
Say-on-pay approval rate: 75%
Votes for executive compensation: 110,385,733 votes
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7 metrics
Additional shares under Amended Plan
7,600,000 shares
Increase in common stock issuable under the Amended and Restated Kyndryl 2021 Long-Term Performance Plan approved at the July 30, 2026 annual meeting
Say-on-pay approval rate
75%
Percentage of votes present and entitled to vote approving compensation of named executive officers
Votes for executive compensation
110,385,733 votes
Votes cast in favor of the advisory resolution on named executive officer compensation
Votes for Amended Long-Term Plan
139,325,459 votes
Votes cast in favor of the Amended and Restated Kyndryl 2021 Long-Term Performance Plan, representing 94% approval of votes present and entitled to vote
Auditor ratification approval rate
97%
Percentage of votes present and entitled to vote ratifying PricewaterhouseCoopers LLP as independent registered public accounting firm
Votes for auditor ratification
176,123,580 votes
Votes cast in favor of ratifying PricewaterhouseCoopers LLP for the fiscal year ending March 31, 2027
Votes for director Janina Kugel
133,068,451 votes
Votes cast in favor of electing Janina Kugel as director at the 2026 annual meeting
Key Terms
Amended and Restated Kyndryl 2021 Long-Term Performance Plan, broker non-votes, advisory basis, independent registered public accounting firm
4 terms
Amended and Restated Kyndryl 2021 Long-Term Performance Plan financial
"approved the Amended and Restated Kyndryl 2021 Long-Term Performance Plan"
broker non-votes financial
"Votes For ... Abstentions ... 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 basis financial
"approved, on an advisory basis, the compensation of the Company’s named executive officers"
independent registered public accounting firm financial
"ratified 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.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What were the voting results for Kyndryl (KD)'s advisory vote on executive compensation?
The advisory vote on compensation of Kyndryl’s named executive officers received 110,385,733 votes for, 35,738,773 against, and 697,504 abstentions, with 34,094,713 broker non-votes. This equated to 75% of the votes present and entitled to vote approving the compensation program.
How strongly were Kyndryl (KD) director nominees supported in the 2026 election?
Each director nominee, including John D. Harris II, Janina Kugel, and others, received support from approximately 90% of the votes cast. For example, Janina Kugel received 133,068,451 votes for and 13,327,286 votes against, with additional abstentions and broker non-votes recorded.
What level of support did Kyndryl (KD) receive for its Amended Long-Term Performance Plan?
The Amended and Restated Kyndryl 2021 Long-Term Performance Plan was approved with 139,325,459 votes for, 6,784,271 against, and 712,280 abstentions, plus 34,094,713 broker non-votes. This represented 94% approval of the votes present and entitled to vote on the proposal.