Mitek Systems (NASDAQ: MITK) investors approve directors, pay and equity plans

Rhea-AI Filing Summary

Mitek Systems, Inc. held its annual stockholder meeting on March 3, 2026, where stockholders approved all proposals presented. Eight directors, including Scott R. Carter and Edward H. West, were elected to serve until the 2027 annual meeting. Stockholders ratified BDO USA, P.C. as independent auditor for the fiscal year ending September 30, 2026. They also approved, on an advisory basis, the compensation of named executive officers, an Amended and Restated Employee Stock Purchase Plan to add shares and extend its term, and an Amended and Restated 2020 Incentive Plan. A total of 38,435,860 shares were represented in person or by proxy out of 45,299,662 shares outstanding and entitled to vote as of January 16, 2026.

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.

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): March 3, 2026

MITEK SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

 

Delaware						001-35231			87-0418827
(State or other jurisdiction of incorporation)						(Commission File Number)			(IRS Employer Identification No.)
770 First Avenue, Suite 425
San Diego,			California						92101
(Address of principal executive offices)									(Zip Code)

Registrant’s telephone number, including area code: (619) 269-6800

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 (see General Instructions A.2. below):

☐			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 $0.001 per share			MITK			The NASDAQ Capital Market

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 March 3, 2026, Mitek Systems, Inc. (the “Company”) held an annual meeting of its stockholders (the “Annual Meeting”). As of January 16, 2026, the record date for the Annual Meeting, there were 45,299,662 shares of the Company’s common stock outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, a total of 38,435,860 shares of the Company’s common stock were represented in person or by proxy. Set forth below is a brief description of each matter voted upon at the Annual Meeting and the voting results with respect to each matter. Voting results are, when applicable, reported by rounding fractional share

voting down to the nearest round number. These proposals, each of which was approved by our stockholders at the Annual Meeting, are more fully described in the Company's definitive proxy statement for the Annual Meeting filed with the U.S. Securities and Exchange Commission on January 26, 2026 (the "Proxy Statement").

1.A proposal to elect the following eight directors to serve until the Company’s 2027 annual meeting of stockholders or until their respective successors have been elected and qualified: Scott R. Carter, James D. Fay, Rahul Gupta, Susan J. Repo, Mark Rossi, Kimberly S. Stevenson, Donna C. Wells, and Edward H. West.

						For						Withheld						Broker Non-Votes
Scott R. Carter						29,982,187						560,242						7,893,431
James D. Fay						30,023,328						519,101						7,893,431
Rahul Gupta						29,747,635						794,794						7,893,431
Susan J. Repo						29,705,233						837,196						7,893,431
Mark Rossi						30,041,478						500,951						7,893,431
Kimberly S. Stevenson						27,236,289						3,306,140						7,893,431
Donna C. Wells						29,773,935						768,494						7,893,431
Edward H. West						30,091,972						450,457						7,893,431

2.A proposal to ratify the appointment of BDO USA, P.C. as our independent registered public accounting firm for the fiscal year ending September 30, 2026;

For						Against						Abstained
37,908,316						312,544						215,000

3.A proposal to approve, on an advisory (non-binding) basis, the compensation of our named executive officers as presented in the Proxy Statement.

For						Against						Abstained						Broker Non-Votes
24,713,903						5,634,426						194,100						7,893,431

4.A proposal to approve the Company's Amended and Restated Employee Stock Purchase Plan in order to add shares to the plan and extend the term of the ESPP as presented in the Proxy Statement.

For						Against						Abstained						Broker Non-Votes
30,270,443						233,019						38,967						7,893,431

5.A proposal to approve the Company's Amended and Restated 2020 Incentive Plan as presented in the Proxy Statement.

For						Against						Abstained						Broker Non-Votes
25,825,935						4,575,376						141,118						7,893,431

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 thereunto duly authorized.

 

						Mitek Systems, Inc.
March 3, 2026						By:			/s/ David Lyle
									David Lyle
									Chief Financial Officer

FAQ

What did Mitek Systems (MITK) stockholders approve at the 2026 annual meeting?

Mitek Systems stockholders approved all proposals at the 2026 annual meeting, including director elections, auditor ratification, executive pay, and two equity-related plans. This confirms support for current leadership, compensation practices, and long-term incentive and employee stock purchase arrangements.

How many shares voted at Mitek Systems’ March 3, 2026 annual meeting?

A total of 38,435,860 shares of Mitek Systems common stock were represented in person or by proxy. This compares with 45,299,662 shares outstanding and entitled to vote as of January 16, 2026, indicating a high participation rate among eligible stockholders.

Were all Mitek Systems (MITK) director nominees elected at the 2026 annual meeting?

All eight Mitek Systems director nominees were elected to serve until the 2027 annual meeting. Each candidate, including Scott R. Carter, James D. Fay, Rahul Gupta, and others, received more votes "For" than "Withheld," with additional broker non-votes reported separately.

Did Mitek Systems stockholders approve the 2026 say-on-pay proposal?

Mitek Systems stockholders approved the advisory say-on-pay proposal on named executive officer compensation. The vote was 24,713,903 "For," 5,634,426 "Against," and 194,100 "Abstained," with 7,893,431 broker non-votes, signaling overall support for the company’s compensation program.

What changes to Mitek Systems’ Employee Stock Purchase Plan were approved in 2026?

Stockholders approved the Amended and Restated Employee Stock Purchase Plan to add shares and extend the ESPP term. The vote totaled 30,270,443 "For," 233,019 "Against," and 38,967 "Abstained," plus 7,893,431 broker non-votes, supporting continued employee stock participation.

What happened with Mitek Systems’ 2020 Incentive Plan at the 2026 meeting?

Stockholders approved the Amended and Restated 2020 Incentive Plan as presented. Voting results were 25,825,935 "For," 4,575,376 "Against," and 141,118 "Abstained," with 7,893,431 broker non-votes, authorizing continued use of equity incentives under the revised plan terms.

Which audit firm did Mitek Systems (MITK) stockholders ratify for fiscal 2026?

Stockholders ratified BDO USA, P.C. as Mitek Systems’ independent registered public accounting firm for the fiscal year ending September 30, 2026. The vote was 37,908,316 "For," 312,544 "Against," and 215,000 "Abstained," reflecting strong support for the existing auditor relationship.

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