KinderCare (NYSE: KLC) investors approve board slate, PwC and executive pay

Rhea-AI Filing Summary

KinderCare Learning Companies, Inc. reported the results of its 2026 Annual Meeting of Stockholders. Stockholders representing 112,436,272 shares, or 94.94% of the 118,428,299 shares entitled to vote, were present in person or by proxy.

Stockholders elected Michael Nuzzo and John T. (Tom) Wyatt as Class II directors to serve until the 2029 annual meeting, and Jean Desravines as a Class I director to serve until the 2028 annual meeting. All director nominees received strong majority support.

Stockholders also ratified PricewaterhouseCoopers LLP as the independent registered public accounting firm for fiscal 2026, and approved, on an advisory basis, the compensation paid to the company’s named executive officers.

8-K Event Classification

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

1 item

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.

Key Figures

Shares represented: 112,436,272 shares Shares entitled to vote: 118,428,299 shares Votes for Michael Nuzzo: 102,268,917.03 votes +4 more

7 metrics

Shares represented 112,436,272 shares Present or by proxy at 2026 Annual Meeting; 94.94% of shares entitled

Shares entitled to vote 118,428,299 shares Common stock entitled to vote at 2026 Annual Meeting

Votes for Michael Nuzzo 102,268,917.03 votes Election as Class II director; 284,139 withheld; 9,883,215.97 broker non-votes

Votes for John T. (Tom) Wyatt 102,401,830.03 votes Election as Class II director; 151,226 withheld; 9,883,215.97 broker non-votes

Votes for Jean Desravines 94,143,949.00 votes Election as Class I director; 8,409,107.03 withheld; 9,883,215.97 broker non-votes

Votes for PwC ratification 112,306,500.00 votes Ratification of PwC as independent registered public accounting firm; 120,222 against; 9,550 abstain

Say-on-pay support 97,216,652.03 votes Advisory approval of named executive officer compensation; 5,333,477 against; 2,927 abstain

Key Terms

Annual Meeting of Stockholders, broker non-votes, independent registered public accounting firm, advisory basis, +1 more

5 terms

Annual Meeting of Stockholders financial

"held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”)."

broker non-votes financial

"Withhold ... 284,139.00 ... Broker Non-Votes ... 9,883,215.97"

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

"to serve as the Company’s independent registered public accounting firm for fiscal 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 basis financial

"approval, on an advisory basis, of the compensation paid to the Company’s named executive officers."

named executive officers financial

"the compensation paid to the Company’s named executive officers was approved on an advisory basis."

Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.

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Understanding 8-K Material Events →

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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 4, 2026

KinderCare Learning Companies, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware		001-42367		87-1653366
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

5005 Meadows Road
Lake Oswego, Oregon		97035
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (503) 872-1300

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 class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.01 per share		KLC		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 ☐

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 5.07 Submission of Matters to a Vote of Security Holders

On June 4, 2026, KinderCare Learning Companies, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). A total of 112,436,272 shares of common stock were present or represented by proxy at the Annual Meeting, representing approximately 94.94% of the 118,428,299 shares of common stock entitled to vote at the Annual Meeting. The following describes the matters considered by the Company’s stockholders at the Annual Meeting, as well as the results of the votes cast at the Annual Meeting:

1. Proposal No. 1 – Election of Directors.

Class II Directors

At the Annual Meeting, Michael Nuzzo and John T. (“Tom”) Wyatt were nominated as Class II directors, to serve until the 2029 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified. The results of the votes were as follows:

Nominee		For				Withhold				Broker Non-Votes
Michael Nuzzo			102,268,917.03				284,139.00				9,883,215.97
John T. (“Tom”) Wyatt			102,401,830.03				151,226.00				9,883,215.97

Based on the foregoing votes, Michael Nuzzo and John T. (“Tom”) Wyatt were elected as Class II directors at the Annual Meeting.

Class I Directors

At the Annual Meeting, Jean Desravines was nominated as a Class I Director, to serve until the 2028 Annual Meeting of Stockholders and until his successor is duly elected and qualified. The results of the vote were as follows:

Nominee

For

Withhold

Broker Non-Votes

Jean Desravines

94,143,949.00

8,409,107.03

9,883,215.97

Based on the foregoing votes, Jean Desravines was elected as a Class I director at the Annual Meeting.

2. Proposal No. 2 – Ratification of Independent Registered Public Accounting Firm.

Proposal No. 2 was the ratification of the appointment of PricewaterhouseCoopers LLP (“PwC”) to serve as the Company’s independent registered public accounting firm for fiscal 2026. The results of the vote were as follows:

For		Against		Abstain
112,306,500.00		120,222.00		9,550.00

Based on the foregoing vote, the ratification of the appointment of PwC as the Company’s independent registered public accounting firm for fiscal 2026 was approved.

3. Proposal No. 3 – Advisory Vote On Named Executive Officers Compensation.

Proposal No. 3 was the approval, on an advisory basis, of the compensation paid to the Company’s named executive officers. The results of the vote were as follows:

For		Against		Abstain		Broker Non-Votes
97,216,652.03		5,333,477.00		2,927.00		9,883,215.97

Based on the foregoing vote, the compensation paid to the Company’s named executive officers was approved on an advisory basis.

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.

				KinderCare Learning Companies, Inc.
Date: June 5, 2026				By:		/s/ Anthony Amandi
				Name:		Anthony Amandi
				Title		Chief Financial Officer

FAQ

What did KinderCare (KLC) announce from its 2026 Annual Meeting of Stockholders?

KinderCare reported voting results from its 2026 Annual Meeting of Stockholders. Shareholders elected three directors, ratified PricewaterhouseCoopers LLP as auditor for fiscal 2026, and approved on an advisory basis the compensation of named executive officers, all with strong majority support.

How many KinderCare (KLC) shares were represented at the 2026 Annual Meeting?

A total of 112,436,272 shares of KinderCare common stock were represented at the meeting. This equaled 94.94% of the 118,428,299 shares entitled to vote, indicating very high shareholder participation in the voting process.

Which directors were elected at KinderCare’s 2026 Annual Meeting?

Shareholders elected Michael Nuzzo and John T. (Tom) Wyatt as Class II directors through the 2029 annual meeting, and Jean Desravines as a Class I director through the 2028 annual meeting. Each nominee received substantial support in the “for” vote column.

Was KinderCare’s auditor for fiscal 2026 ratified by shareholders?

Yes. Shareholders ratified PricewaterhouseCoopers LLP as KinderCare’s independent registered public accounting firm for fiscal 2026, with 112,306,500 votes for, 120,222 against, and only 9,550 abstentions, reflecting strong endorsement of the auditor choice.

How did KinderCare (KLC) shareholders vote on executive compensation in 2026?

Shareholders approved, on an advisory basis, compensation for KinderCare’s named executive officers. The say-on-pay vote received 97,216,652.03 votes for, 5,333,477 against, 2,927 abstentions, and 9,883,215.97 broker non-votes, indicating broad support for current pay practices.

What level of support did KinderCare director nominees receive at the 2026 meeting?

Director nominees received strong majorities. For example, Michael Nuzzo received 102,268,917.03 for and 284,139 withheld, while John T. (Tom) Wyatt received 102,401,830.03 for and 151,226 withheld, alongside nearly 9.9 million broker non-votes.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 16.8 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 10.6 KB