Kodiak AI shareholders elect directors, ratify auditor

Kodiak AI, Inc. reported results from its 2026 annual meeting of stockholders held on June 11, 2026.

Accepted by SEC EDGAR 06/15/2026 - 04:05 PM EDT

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Form Type

8-K

Rhea-AI Filing Summary

Kodiak AI, Inc. reported results from its 2026 annual meeting of stockholders held on June 11, 2026. Stockholders elected two Class I directors, Don Burnette and Kristin Sverchek, to serve until the 2029 annual meeting, with strong majorities of votes cast in favor of each nominee.

Stockholders also ratified the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026, with a large margin of approval. No other substantive business matters or financial results were disclosed.

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

Votes for Don Burnette: 132,630,705 votes Votes for Kristin Sverchek: 130,387,753 votes Broker non-votes on director elections: 2,294,131 votes +3 more

6 metrics

Votes for Don Burnette 132,630,705 votes Director election at 2026 annual meeting

Votes for Kristin Sverchek 130,387,753 votes Director election at 2026 annual meeting

Broker non-votes on director elections 2,294,131 votes Applies to each Class I director proposal

Votes for auditor ratification 134,941,047 votes Ratification of Deloitte & Touche LLP for 2026

Votes against auditor ratification 23,120 votes Ratification of Deloitte & Touche LLP for 2026

Abstentions on auditor ratification 50,582 votes Ratification of Deloitte & Touche LLP for 2026

Key Terms

Broker Non-Votes, independent registered public accounting firm, Emerging growth company, Annual Meeting of Stockholders

4 terms

Broker Non-Votes financial

"Director Nominee | Votes For | Withheld | 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.

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 ý"

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.

Annual Meeting of Stockholders financial

"held its 2026 Annual Meeting of Stockholders"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Kodiak AI (KDK) shareholders decide at the 2026 annual meeting?

Shareholders elected two Class I directors and ratified Deloitte & Touche LLP as auditor for 2026. These routine governance votes confirm the existing board slate and continue the company’s relationship with its current independent registered public accounting firm.

Which directors were elected at Kodiak AI’s 2026 annual meeting?

Stockholders elected Don Burnette and Kristin Sverchek as Class I directors to serve until the 2029 annual meeting. They will remain in office until successors are elected and qualified or until earlier death, resignation, or removal under the company’s governance framework.

How many votes did Kodiak AI director nominee Don Burnette receive?

Don Burnette received 132,630,705 votes for, 89,913 votes withheld, and 2,294,131 broker non-votes. The strong support indicates broad shareholder backing among those voting, with only a very small portion of votes withheld for his election.

How did Kodiak AI (KDK) shareholders vote on auditor ratification for 2026?

Shareholders ratified Deloitte & Touche LLP as Kodiak AI’s independent registered public accounting firm for 2026 with 134,941,047 votes for, 23,120 against, and 50,582 abstentions, indicating overwhelming approval of the company’s choice of external auditor.

Were there any broker non-votes at Kodiak AI’s 2026 annual meeting?

Yes. For the director elections, there were 2,294,131 broker non-votes, meaning some shares held in street name were not voted on that proposal. For the auditor ratification item, there were no broker non-votes reported in the voting results.

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

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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): June 11, 2026

Kodiak AI, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware

001-41691

98-1592112

(State or other jurisdiction of

incorporation or organization)

(Commission File Number)

(I.R.S. Employer

Identification Number)


1049 Terra Bella Avenue, Mountain View, California						94043
(Address of principal executive offices)						(Zip Code)

(650) 209-8005

(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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o 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

Common stock, par value $0.0001 per share

KDK

The Nasdaq Stock Market LLC

Redeemable warrants, each exercisable for one share of common stock at an exercise price of $9.28

KDKRW

The 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) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2).

Emerging growth company ý

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.

Kodiak AI, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (“Annual Meeting”) on June 11, 2026. The matters submitted to a vote at the Annual Meeting and the final voting results of such matters were as follows:

Proposal 1 - Election of Directors.

The Company’s stockholders approved the election of two Class I directors to hold office until the Company’s 2029 annual meeting of stockholders and until their respective successors are elected and qualified or until their earlier death, resignation or removal. The final voting results were as follows:


Director Nominee	Votes For	Withheld	Broker Non-Votes
Don Burnette	132,630,705	89,913	2,294,131
Kristin Sverchek	130,387,753	2,332,865	2,294,131

Proposal 2 - 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 Company’s fiscal year ending December 31, 2026. The final voting results were as follows:


Votes For	Votes Against	Abstentions	Broker Non-Votes
134,941,047	23,120	50,582	—

Item 9.01. Financial Statements and Exhibits.

(d)Exhibits.

EXHIBIT INDEX


Exhibit No.						Description
104						Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document.

SIGNATURE

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.

KODIAK AI, INC.

By:

/s/ Surajit Datta

Name:

Surajit Datta

Title:

Chief Financial Officer

Date: June 15, 2026

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

4 documents