[8-K] ON24, Inc. Reports Material Event

Rhea-AI Filing Summary

ON24, Inc. (NYSE: ONTF) filed a Form 8-K reporting the results of its June 20, 2025 Annual Meeting of Stockholders.

• Director elections: Class I nominees were re-elected—Ronald Mitchell received 26,498,206 for votes (82.4%) and Anthony Zingale received 23,226,002 for votes (72.3%). Broker non-votes totaled 3,736,043 for each nominee.
• Auditor ratification: KPMG LLP was ratified as independent registered public accounting firm for FY 2025 with 35,822,913 for votes (≈99%), 48,514 against, and 8,815 abstentions.
• No other matters were presented and no strategic or financial guidance was provided.

The vote results indicate broad shareholder support for corporate governance continuity and audit oversight. No material transactions, earnings data, or operational updates were disclosed.

Positive

• Overwhelming 99% shareholder approval to retain KPMG reinforces confidence in financial reporting integrity.

Negative

• None.

Insights

Corporate Governance Analyst

TL;DR: Routine AGM; directors re-elected, auditor ratified with high support—neutral governance signal.

Shareholder backing exceeded simple majority thresholds, ensuring board stability through the 2026 AGM. Ronald Mitchell’s 82% and Anthony Zingale’s 72% support are within normal public-company ranges, though the 10-point gap suggests investors marginally favor Mitchell. Almost unanimous approval of KPMG (≈99%) reflects confidence in the company’s audit quality and financial reporting. Because no compensation or strategic ballot items were included, the filing carries limited market impact, serving primarily as a compliance disclosure.

Portfolio Manager

TL;DR: Governance housekeeping; nothing here alters valuation or thesis—impact negligible.

From an investment standpoint, director and auditor votes do not modify cash-flow outlook or risk profile. The absence of contentious proposals implies institutional holders remain largely satisfied. Zingale’s lower support isn’t low enough to trigger activism. Accordingly, I classify the event as non-market-moving; portfolio weighting remains driven by growth metrics, not this filing.

0001110611FALSE00011106112025-06-202025-06-20

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 20, 2025

___________________

ON24, INC.

(Exact name of registrant as specified in its charter)

___________________

Delaware

001-39965

94-3292599

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

50 Beale Street,

8th Floor

San Francisco,

CA

94105

(Address of principal executive offices)

(Zip Code)

(415) 369-8000

(Registrant’s telephone number, including area code)

_______________________

Check the appropriate box below if the Form 8-K 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

Common stock, par value $0.0001 per share

ONTF

The 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 20, 2025, ON24, Inc. (the “Company”) held its Annual Meeting of Stockholders. The following nominees were elected as Class I directors, each to hold office until the Company’s 2026 annual meeting of stockholders and until their successor are elected and qualified, or until their earlier death, resignation or removal, by the vote set forth below:

Nominee						For						Withhold						Broker Non-Votes
Ronald Mitchell						26,498,206						5,645,993						3,736,043
Anthony Zingale						23,226,002						8,918,197						3,736,043

The appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025 was ratified by the vote set forth below:

For						Against						Abstain
35,822,913						48,514						8,815

Item 9.01 Exhibits

(d) Exhibits.

Exhibit No.						Description
104						Cover Page Interactive Data File (formatted as Inline XBRL document)

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.

Date: June 20, 2025			ON24, Inc.
			By:			/s/ Steven Vattuone
						Steven Vattuone
						Chief Financial Officer

FAQ

What did ON24 (ONTF) disclose in its June 20, 2025 Form 8-K?

The filing reports results of the 2025 Annual Meeting: two directors re-elected and KPMG ratified as auditor.

How much shareholder support did ON24 directors receive?

Ronald Mitchell: 26.5 m votes (82%) for; Anthony Zingale: 23.2 m votes (72%) for.

Was ON24's auditor ratified?

Yes. KPMG LLP was ratified with 35.8 m votes (≈99% support).

Does the 8-K include any financial results or guidance?

No. The report is limited to shareholder voting outcomes; no earnings or forecast data were provided.

Is the 8-K likely to affect ON24’s stock price?

Unlikely. The matters are routine governance items and do not impact financial performance.