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  4. [8-K] Klaviyo, Inc. Reports Material Event

Klaviyo (NYSE: KVYO) stockholders back board slate, pay and Deloitte in 2026 vote

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

Rhea-AI Filing Summary

Klaviyo, Inc. reported the results of its 2026 annual stockholder meeting held virtually on June 9, 2026. Stockholders elected three Class III directors — Jennifer Ceran, Chano Fernández, and Susan St. Ledger — to serve until the 2029 annual meeting, with each nominee receiving over 1.49 billion votes in favor.

Stockholders also approved, on a non-binding advisory basis, the compensation of the company’s named executive officers, with 1,494,346,600 votes for and 18,300,389 against. In addition, they ratified the appointment of Deloitte & Touche LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, with 1,537,384,843 votes for.

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 Jennifer Ceran 1,491,231,986 votes Election as Class III director at 2026 annual meeting
Votes for Chano Fernández 1,510,072,875 votes Election as Class III director at 2026 annual meeting
Votes for Susan St. Ledger 1,509,767,602 votes Election as Class III director at 2026 annual meeting
Say-on-pay votes for 1,494,346,600 votes Non-binding advisory approval of executive compensation
Say-on-pay votes against 18,300,389 votes Non-binding advisory approval of executive compensation
Auditor ratification votes for 1,537,384,843 votes Ratification of Deloitte & Touche LLP for fiscal year 2026
Auditor ratification votes against 428,789 votes Ratification of Deloitte & Touche LLP for fiscal year 2026
non-binding advisory basis financial
"The Company’s stockholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers."
A non-binding advisory basis is guidance or a recommendation offered for informational purposes that does not create legal obligations or guarantees; recipients can accept, modify, or ignore it without contractual consequences. Investors should treat it like a weather forecast for planning—useful for forming expectations and assessing risk, but not a firm promise—so they should verify assumptions, seek confirming information, and avoid relying on it as the sole basis for investment decisions.
independent registered public accounting firm regulatory
"The Company’s stockholders ratified the appointment of Deloitte & Touche 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.
broker non-votes financial
"For | Against | Abstain | Broker Non-Votes 1,494,346,600 | 18,300,389 | 88,413 | 25,244,610"
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 Item 5.07 - Submission of Matters to a Vote of Security Holders."
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.
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Understanding 8-K Material Events →
FALSE000183583000018358302026-06-092026-06-09

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 9, 2026
Klaviyo, Inc.
(Exact name of registrant as specified in its charter)
___________________________________

Delaware
(State or other jurisdiction of
incorporation or organization)
001-41806
(Commission File Number)
46-0989964
(IRS Employer Identification Number)
125 Summer Street, 6th Floor, Boston, MA
   02110
(Address of Principal Executive Offices)
(Zip Code)
(617) 213-1788
(Registrant’s telephone number, including area code)
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
Name of each exchange on which registered
Series A common stock, par value $0.001 per share
KVYO
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 9, 2026, Klaviyo, Inc. (the “Company”) held its 2026 annual meeting of stockholders (the “Annual Meeting”) virtually via live audio webcast. The stockholders of the Company voted on the following three proposals at the Annual Meeting, each of which is more fully described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 29, 2026:

Proposal One: Election of Directors

The Company’s stockholders elected each of Jennifer Ceran, Chano Fernández, and Susan St. Ledger to serve as a Class III director of the Company’s board of directors, each to hold office until the Company’s annual meeting of stockholders in 2029 and until their successor is duly elected and qualified, or until their earlier death, resignation, or removal. The results of such vote were as follows:

Nominee
For
Withhold
Broker Non-Votes
Jennifer Ceran
1,491,231,986
21,503,416
25,244,610
Chano Fernández
1,510,072,875
2,662,527
25,244,610
Susan St. Ledger
1,509,767,602
2,967,800
25,244,610

Proposal Two: Approval, on a Non-Binding Advisory Basis, of the Compensation of the Company’s Named Executive Officers

The Company’s stockholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers. The results of such vote were as follows:

For
Against
Abstain
Broker Non-Votes
1,494,346,600
18,300,389
88,413
25,244,610

Proposal Three: Ratification of Appointment 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 fiscal year ending December 31, 2026. The results of such vote were as follows:

For
Against
Abstain
1,537,384,843
428,789
166,380

No other matters were submitted to or voted on by the Company’s stockholders at the Annual Meeting.


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized on this 9th day of June, 2026.



KLAVIYO, INC.
By:
/s/ Amanda Whalen
Name:
Amanda Whalen
Title:
Chief Financial Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did Klaviyo (KVYO) stockholders decide at the 2026 annual meeting?

Klaviyo stockholders elected three Class III directors, approved executive compensation on a non-binding advisory basis, and ratified Deloitte & Touche LLP as independent auditor for 2026, completing all three proposals presented at the 2026 annual meeting.

Which directors were elected at Klaviyo’s 2026 annual stockholder meeting?

Stockholders elected Jennifer Ceran, Chano Fernández, and Susan St. Ledger as Class III directors. Each will serve until the 2029 annual meeting and until a successor is elected and qualified, or earlier death, resignation, or removal, according to the disclosed results.

How did Klaviyo (KVYO) stockholders vote on executive compensation in 2026?

Stockholders approved the compensation of Klaviyo’s named executive officers on a non-binding advisory basis, with 1,494,346,600 votes for, 18,300,389 against, 88,413 abstentions, and 25,244,610 broker non-votes as reported in the voting results table.

Which audit firm did Klaviyo stockholders ratify for fiscal 2026?

Klaviyo stockholders ratified Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026, with 1,537,384,843 votes for, 428,789 against, and 166,380 abstentions recorded at the annual meeting.

Were there any other matters voted on at Klaviyo’s 2026 annual meeting?

No. The company stated that no other matters were submitted to or voted on by stockholders at the 2026 annual meeting beyond the director elections, advisory executive compensation vote, and auditor ratification proposals.

What is the term length for the Class III directors elected at Klaviyo?

Each of the three Class III directors elected will hold office until Klaviyo’s annual meeting of stockholders in 2029 and until a successor is duly elected and qualified, or until earlier death, resignation, or removal, consistent with the company’s board structure.

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