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Nextdoor (NYSE: NXDR) shareholders approve director, auditor and say-on-pay

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

Rhea-AI Filing Summary

Nextdoor Holdings, Inc. reported the results of its 2026 Annual Meeting of Stockholders held virtually on June 9, 2026. A quorum was present, with shares representing 1,370,265,471 votes of Class A and Class B common stock participating.

Stockholders elected David Sze as a Class II director with 1,249,276,666 votes for, 38,868,497 withheld, and 82,120,308 broker non-votes, so he will serve until the 2029 annual meeting. They also ratified Ernst & Young LLP as independent registered public accounting firm for the year ending December 31, 2026, with 1,369,201,877 votes for, 853,327 against, and 210,267 abstentions.

On a non-binding advisory basis, stockholders approved the compensation of the company’s named executive officers, with 1,284,260,159 votes for, 3,743,277 against, 141,727 abstentions, and 82,120,308 broker non-votes.

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 represented (quorum) 1,370,265,471 votes Votes of Class A and Class B shares present at 2026 annual meeting
Director election votes for 1,249,276,666 votes Votes for election of David Sze as Class II director
Director election votes withheld 38,868,497 votes Votes withheld on David Sze director election
Auditor ratification votes for 1,369,201,877 votes Votes for ratifying Ernst & Young LLP for year ending December 31, 2026
Auditor ratification votes against 853,327 votes Votes against ratifying Ernst & Young LLP
Say-on-pay votes for 1,284,260,159 votes Votes for approving named executive officer compensation on advisory basis
Say-on-pay votes against 3,743,277 votes Votes against approving named executive officer compensation
Say-on-pay broker non-votes 82,120,308 votes Broker non-votes on advisory compensation proposal
broker non-votes financial
"Nominee | Votes For | Votes Withheld | Broker Non-Votes David Sze | 1,249,276,666 | 38,868,497 | 82,120,308"
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 ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the 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.
non-binding advisory basis financial
"To approve, 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.
quorum financial
"which constituted a quorum for the transaction of business."
A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.
named executive officers financial
"the compensation of the Company’s named executive officers."
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 →
0001846069False00018460692026-05-062026-05-06

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
Nextdoor Holdings, Inc.
(Exact Name of Registrant as Specified in its Charter)
Delaware001-4024686-1776836
(State or Other Jurisdiction
of Incorporation)		(Commission File Number)(IRS Employer
Identification No.)
420 Taylor Street
San Francisco, California
(Address of principal executive offices)

94102
(Zip Code)
(415) 344-0333
(Registrant’s telephone number, including area code)

N/A
(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 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 class
Trading Symbol
Name of each exchange on which registered
Class A common stock, par value $0.0001 per share
NXDR
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, Nextdoor Holdings, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders virtually (the “Annual Meeting”). The Company’s stockholders voted on three proposals at the Annual Meeting, each of which is described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission (the “SEC”) on April 20, 2026. The holders of shares representing 1,370,265,471 votes of the Company’s Class A common stock and Class B common stock were present at the Annual Meeting, online or by proxy, which constituted a quorum for the transaction of business. In deciding the proposals at the Annual Meeting, each share of Class A common stock represented one vote and each share of Class B common stock represented ten votes.

At the Annual Meeting, the Company’s stockholders voted on the following proposals:

1.To elect one Class II director of the Company, to serve a three-year term expiring at the 2029 Annual Meeting of Stockholders and until such director’s successor is duly elected and qualified;

2.To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026; and

3.To approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers.

The final results for each of these proposals are as follows:

Proposal 1: Election of Directors.

NomineeVotes ForVotes WithheldBroker Non-Votes
David Sze1,249,276,66638,868,49782,120,308

David Sze was elected as a Class II director to serve until the 2029 Annual Meeting of Stockholders.

Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm.

Votes ForVotes AgainstAbstentions
1,369,201,877853,327210,267

The stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. There were no broker non-votes on this matter.

Proposal 3: Advisory Vote on the Compensation of the Company’s Named Executive Officers.

Votes ForVotes AgainstAbstentionsBroker Non-Votes
1,284,260,1593,743,277141,72782,120,308

The stockholders approved, on an advisory basis, the compensation paid by the Company to its named executive officers.


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.
NEXTDOOR HOLDINGS, INC.
Date: June 15, 2026
By:/s/ Indrajit Ponnambalam
Indrajit Ponnambalam
Chief Financial Officer and Treasurer
(Principal Financial Officer)

Source: View Original Filing on SEC EDGAR

FAQ

What did Nextdoor (NXDR) shareholders vote on at the 2026 annual meeting?

Shareholders voted on electing one Class II director, ratifying Ernst & Young LLP as independent registered public accounting firm for 2026, and approving on a non-binding advisory basis the compensation of Nextdoor’s named executive officers, with all three management proposals gaining stockholder support.

Was the director nominee elected at Nextdoor’s 2026 annual meeting?

Yes. David Sze was elected as a Class II director with 1,249,276,666 votes for, 38,868,497 votes withheld, and 82,120,308 broker non-votes. He is expected to serve a three-year term ending at the 2029 Annual Meeting of Stockholders.

Did Nextdoor (NXDR) shareholders ratify Ernst & Young as auditor for 2026?

Yes. Shareholders ratified Ernst & Young LLP as Nextdoor’s independent registered public accounting firm for the year ending December 31, 2026, with 1,369,201,877 votes for, 853,327 votes against, and 210,267 abstentions, and there were no broker non-votes on this proposal.

How did Nextdoor shareholders vote on executive compensation in 2026?

Shareholders approved, on a non-binding advisory basis, compensation for Nextdoor’s named executive officers, with 1,284,260,159 votes for, 3,743,277 votes against, 141,727 abstentions, and 82,120,308 broker non-votes. This say-on-pay result reflects support for the current executive pay program.

What level of shareholder participation formed a quorum for Nextdoor’s 2026 meeting?

A quorum was achieved with holders of shares representing 1,370,265,471 votes of Class A and Class B common stock present online or by proxy. Each Class A share carried one vote and each Class B share carried ten votes in determining the quorum and voting outcomes.

What does a non-binding advisory vote on compensation mean for Nextdoor (NXDR)?

A non-binding advisory vote, or say-on-pay, lets shareholders express approval or disapproval of executive compensation without directly changing pay. At Nextdoor’s 2026 meeting, shareholders approved the compensation of named executive officers, signaling support but not mandating specific pay changes.

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