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N-able (NABL) investors back directors, auditor and executive pay at 2026 meeting

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

Rhea-AI Filing Summary

N-able, Inc. reported results of its annual stockholder meeting held on May 28, 2026. As of the April 1, 2026 record date, 188,378,290 common shares were outstanding and entitled to vote. Stockholders elected three Class II directors—Michael Bingle, Darryl Lewis, and James Cameron McMartin—to three-year terms expiring at the 2029 annual meeting.

Stockholders also ratified the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, with 182,242,564 votes for. In addition, on an advisory basis, stockholders approved the compensation of the company’s named executive officers, with 170,636,357 votes for and 10,712,004 broker non-votes. No other matters were presented or voted on.

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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.
Shares entitled to vote 188,378,290 shares Common stock outstanding as of April 1, 2026 record date
Votes for PwC ratification 182,242,564 votes For ratifying PricewaterhouseCoopers LLP as 2026 auditor
Votes for say-on-pay 170,636,357 votes For advisory approval of named executive officer compensation
Director vote – Michael Bingle 145,959,635 for Election as Class II director
Director vote – Darryl Lewis 166,023,269 for Election as Class II director
Director vote – James Cameron McMartin 150,711,369 for Election as Class II director
broker non-votes financial
"For | Against | Abstain | Broker Non-Votes 170,636,357 | 1,069,010 | 29,722 | 10,712,004"
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
"Ratification of Appointment of 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.
non-binding advisory basis financial
"on a non-binding advisory basis, of the compensation of our 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.
emerging growth company regulatory
"Emerging growth company N-able, Inc."
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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0001834488False00018344882026-05-282026-05-28

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
 
FORM 8-K
 CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
May 28, 2026
Date of Report (Date of earliest event reported)
 
N-able, Inc.
(Exact name of registrant as specified in its charter)
   
Delaware001-4029785-4069861
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
30 Corporate Drive
Suite 400
Burlington, Massachusetts 01803
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (781328-6490

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 Instruction 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 ClassTrading SymbolName of Each Exchange on Which Registered
Common Stock, $0.001 par valueNABLNew 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 5.07Submission of Matters to a Vote of Security Holders.
N-able, Inc. (the “Company”) held its annual meeting of stockholders on May 28, 2026 (the “Annual Meeting”). As of April 1, 2026, the record date for the Annual Meeting, 188,378,290 shares of the Company’s common stock were outstanding and entitled to vote at the Annual Meeting. A summary of the matters voted upon by the stockholders and the final voting results for each such matter are set forth below.

Proposal One: Election of Class II Directors

Each of the following persons was duly elected by the Company’s stockholders as a Class II director to serve for a term of three years expiring at the 2029 annual meeting of stockholders or until a successor has been duly elected and qualified, with votes as follows:

Class II DirectorForWithheldBroker Non-Votes
Michael Bingle145,959,63525,775,45410,712,004
Darryl Lewis166,023,2695,711,82010,712,004
James Cameron McMartin150,711,36921,023,72010,712,004

Proposal Two: Ratification of Appointment of Company’s Independent Registered Public Accounting Firm

The appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 was ratified by the stockholders, with votes as follows:

ForAgainstAbstain
182,242,564104,63199,898

Proposal Three: Advisory Vote on Named Executive Officer Compensation

The approval, on a non-binding advisory basis, of the compensation of our named executive officers was approved by the stockholders, with votes as follows:

ForAgainstAbstainBroker Non-Votes
170,636,3571,069,01029,72210,712,004

No other matters were brought before the Annual Meeting and no other votes were held.






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.
N-able, Inc.
Dated:June 2, 2026By:/s/ Tim O'Brien
Tim O'Brien
Chief Financial Officer



FAQ

What did N-able (NABL) stockholders approve at the May 28, 2026 annual meeting?

N-able stockholders elected three Class II directors, ratified PricewaterhouseCoopers LLP as independent auditor for 2026, and approved, on a non-binding advisory basis, the compensation of named executive officers. No additional proposals or votes were brought before the meeting.

How many N-able (NABL) shares were entitled to vote at the 2026 annual meeting?

A total of 188,378,290 shares of N-able common stock were outstanding and entitled to vote as of April 1, 2026, the record date. These shares formed the eligible base for all proposals considered at the annual meeting.

Who was elected as Class II directors of N-able (NABL) in 2026 and for how long?

Stockholders elected Michael Bingle, Darryl Lewis, and James Cameron McMartin as Class II directors. Each will serve a three-year term expiring at the 2029 annual meeting of stockholders, or until a successor is duly elected and qualified under the company’s governance structure.

What were the vote results for N-able’s (NABL) auditor ratification in 2026?

The appointment of PricewaterhouseCoopers LLP as N-able’s independent registered public accounting firm for the year ending December 31, 2026 received 182,242,564 votes for, 104,631 votes against, and 99,898 abstentions, indicating broad stockholder support for the selected auditor.

How did N-able (NABL) stockholders vote on executive compensation in 2026?

On a non-binding advisory basis, stockholders approved compensation for N-able’s named executive officers with 170,636,357 votes for, 1,069,010 against, 29,722 abstentions, and 10,712,004 broker non-votes. This shows shareholder endorsement of the company’s executive pay program.

Were any other proposals considered at N-able’s (NABL) 2026 annual meeting?

No additional proposals were presented. The 2026 annual meeting addressed only three items: election of Class II directors, ratification of PricewaterhouseCoopers LLP as independent auditor, and an advisory vote on named executive officer compensation. No other matters were brought before stockholders.

Filing Exhibits & Attachments

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