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Navan (NASDAQ: NAVN) shareholders back board slate and PwC as auditor

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

Rhea-AI Filing Summary

Navan, Inc. reported the results of its 2026 Annual Meeting of Stockholders held on June 25, 2026. Stockholders elected Class I directors Ariel Cohen, Ben Horowitz, and Michael Kourey to serve until the 2029 annual meeting, each receiving over 552 million votes in favor.

Stockholders also ratified PricewaterhouseCoopers LLP as Navan’s independent registered public accounting firm for the fiscal year ending January 31, 2027, with about 587.4 million votes for, 143,705 against, and 174,077 abstentions, reflecting strong support for the company’s auditor.

Positive

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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.
Ariel Cohen director votes for 552,332,977 votes Election as Class I director at 2026 Annual Meeting
Ben Horowitz director votes for 552,719,464 votes Election as Class I director at 2026 Annual Meeting
Michael Kourey director votes for 553,069,364 votes Election as Class I director at 2026 Annual Meeting
Auditor ratification votes for 587,411,703 votes Ratification of PwC for fiscal year ending January 31, 2027
Auditor ratification votes against 143,705 votes Ratification of PwC for fiscal year ending January 31, 2027
Auditor ratification abstentions 174,077 votes Ratification of PwC for fiscal year ending January 31, 2027
Annual Meeting of Stockholders financial
"Navan, Inc. held its 2026 Annual Meeting of Stockholders on June 25, 2026."
Class I directors financial
"The following individuals were elected as Class I directors, each to hold office until the Company’s 2029 Annual Meeting."
Class I directors are the subset of a company’s board whose terms expire at a specific annual meeting under a staggered election system that divides directors into multiple groups with different re-election years. For investors this matters because staggered classes slow how quickly shareholders can replace the board, affecting takeover risk, governance change and the pace of corporate decisions — like rotating only part of a team instead of swapping everyone at once.
independent registered public accounting firm financial
"The proposal to ratify the appointment of PricewaterhouseCoopers 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.
broker non-votes financial
"Name | For | Withhold | Broker Non-Votes Ariel Cohen | 552,332,977 | 9,942,005 | 25,454,503"
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
"405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company"
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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Learn about SEC filing dates
0001639723False00016397232026-06-252026-06-25


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 25, 2026
 
NAVAN, INC.
(Exact name of Registrant as Specified in Its Charter)
 
Delaware001-4292247-3424780
(State or Other Jurisdiction
of Incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
3045 Park Boulevard
Palo Alto, California
94306
(Address of Principal Executive Offices)(Zip Code)
(888) 505-8747
(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 (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
Class A Common Stock, $0.00000625 par valueNAVNThe 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 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.
Navan, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”) on June 25, 2026. The final results for the matters voted on at the Annual Meeting (each as further described in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on May 12, 2026) are set forth below.

Proposal 1. The following individuals were elected as Class I directors, each to hold office until the Company’s 2029 Annual Meeting of Stockholders, based on the following votes:

Name
For
Withhold
Broker Non-Votes
Ariel Cohen
552,332,977
9,942,005
25,454,503
Ben Horowitz
552,719,464
9,555,518
25,454,503
Michael Kourey
553,069,364
9,205,618
25,454,503

Proposal 2. The proposal to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 31, 2027 was approved based on the following votes:
For
Against
Abstain
587,411,703
143,705
174,077





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.
Dated: June 26, 2026Navan, Inc.
By:/s/ Ariel Cohen
Ariel Cohen
Chief Executive Officer

FAQ

What did Navan (NAVN) announce from its 2026 Annual Meeting?

Navan reported voting results from its 2026 Annual Meeting of Stockholders. Shareholders elected three Class I directors and ratified PricewaterhouseCoopers LLP as independent registered public accounting firm for the fiscal year ending January 31, 2027, indicating continued support for current governance and audit arrangements.

Which directors were elected at Navan (NAVN) 2026 Annual Meeting?

Stockholders elected Ariel Cohen, Ben Horowitz, and Michael Kourey as Class I directors. Each will serve until Navan’s 2029 Annual Meeting of Stockholders, with each nominee receiving more than 552 million votes in favor and relatively few withheld votes, plus substantial broker non-votes recorded.

How did Navan (NAVN) shareholders vote on the auditor ratification?

Shareholders strongly approved PricewaterhouseCoopers LLP as Navan’s independent registered public accounting firm. The ratification received 587,411,703 votes for, 143,705 votes against, and 174,077 abstentions for the fiscal year ending January 31, 2027, signaling broad investor support for the current audit firm.

What were the vote totals for Ariel Cohen’s election at Navan (NAVN)?

Ariel Cohen received 552,332,977 votes for election as a Class I director. There were 9,942,005 votes withheld and 25,454,503 broker non-votes, resulting in his election to serve on Navan’s board until the 2029 Annual Meeting of Stockholders, alongside the other elected nominees.

What exchange does Navan (NAVN) Class A Common Stock trade on?

Navan’s Class A Common Stock, par value $0.0001 per share, trades on The Nasdaq Stock Market LLC. The trading symbol is NAVN, as disclosed alongside the voting results from the company’s 2026 Annual Meeting of Stockholders in the same disclosure document.

Filing Exhibits & Attachments

3 documents