UiPath (NYSE: PATH) investors back directors, pay plan and KPMG

Rhea-AI Filing Summary

UiPath, Inc. reported results from its annual stockholder meeting. Holders of 286,758,731 Class A shares and 64,690,706 Class B shares were present, representing 93.78% of the voting power, which was sufficient to reach a quorum.

Stockholders elected seven directors to serve until the 2027 annual meeting, with each nominee receiving more than 2.44 billion votes in favor. They also approved, on a non-binding advisory basis, the compensation of named executive officers, with 2,469,326,286 votes for, 6,257,900 against, and 638,474 abstentions.

In addition, stockholders ratified the selection of KPMG LLP as independent registered public accounting firm for the fiscal year ending January 31, 2027, with 2,548,731,372 votes for, 1,589,064 against, and 613,005 abstentions. No other business was brought before the meeting.

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.

Key Figures

Class A shares represented: 286,758,731 shares Class B shares represented: 64,690,706 shares Voting power represented: 93.78% +4 more

7 metrics

Class A shares represented 286,758,731 shares At the annual meeting

Class B shares represented 64,690,706 shares At the annual meeting

Voting power represented 93.78% Shares issued and outstanding entitled to vote

Say-on-pay votes for 2,469,326,286 votes Advisory compensation approval

Say-on-pay votes against 6,257,900 votes Advisory compensation approval

Auditor ratification votes for 2,548,731,372 votes KPMG LLP for fiscal year ending January 31, 2027

Auditor ratification votes against 1,589,064 votes KPMG LLP for fiscal year ending January 31, 2027

Key Terms

broker non-vote, say-on-pay vote, independent registered public accounting firm, quorum

4 terms

broker non-vote financial

"FOR | WITHHELD | BROKER NON-VOTE Daniel Dines | 2,445,769,464 | 30,453,196 | 74,710,781"

say-on-pay vote financial

"the vote to approve, on a non-binding advisory basis, the compensation paid to our named executive officers (“say-on-pay vote”)"

A say-on-pay vote is a shareholder advisory vote on a company’s executive compensation package, usually held at the annual meeting to approve or voice disapproval of how top managers are paid. Think of it as a feedback button for owners: while the vote is often nonbinding, a strong negative outcome warns of governance problems, can force pay-policy changes, damage board credibility and ultimately influence long-term shareholder returns.

independent registered public accounting firm financial

"ratify the selection of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 31, 2027"

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.

quorum financial

"which represented 93.78% of the voting power of the shares issued and outstanding and entitled to vote, constituting a quorum"

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.

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Understanding 8-K Material Events →

Available on EDGAR 06/29/2026 - 04:29 PM Accepted by SEC EDGAR 06/29/2026 - 04:29 PM Learn about SEC filing dates

FALSE000173472200017347222026-06-252026-06-25

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

UiPath, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware

001-40348

47-4333187

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(IRS Employer Identification No.)

One Vanderbilt Avenue, 60th Floor New York, New York

10017

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s Telephone Number, Including Area Code: (844) 432-0455

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, par value $0.00001 per share

PATH

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 25, 2026, UiPath, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, the holders of 286,758,731 shares of the Company’s Class A common stock and 64,690,706 shares of the Company’s Class B common stock were represented in person or by proxy, which represented 93.78% of the voting power of the shares issued and outstanding and entitled to vote, constituting a quorum.

At the Annual Meeting, Proposals 1, 2, and 3 were approved by the Company’s stockholders, and no other business was properly brought before the Annual Meeting. The proposals are described in detail in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission (“SEC”) on May 12, 2026 (the “Proxy Statement”), as supplemented on May 22, 2026.

The votes for each proposal are set forth below.

1.At the Annual Meeting, the vote on the proposal to elect seven (7) directors to serve on the Company’s Board until the 2027 annual meeting of stockholders and until such time as their respective successors have been duly elected and qualified or until their earlier death, disability, resignation, retirement, disqualification, or removal from office, was as follows:

			FOR						WITHHELD						BROKER NON-VOTE
Daniel Dines			2,445,769,464						30,453,196						74,710,781
Philippe Botteri			2,427,336,461						48,886,199						74,710,781
Michael Gordon			2,473,354,081						2,868,579						74,710,781
Daniel Springer			2,472,837,676						3,384,984						74,710,781
Karenann Terrell			2,473,117,164						3,105,496						74,710,781
Richard P. Wong			2,471,546,523						4,676,137						74,710,781
June Yang			2,444,915,100						31,307,560						74,710,781

2.At the Annual Meeting, the vote to approve, on a non-binding advisory basis, the compensation paid to our named executive officers (“say-on-pay vote”), was as follows:

FOR						AGAINST						ABSTAIN						BROKER NON-VOTE
2,469,326,286						6,257,900						638,474						74,710,781

3.At the Annual Meeting, the vote to ratify the selection of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 31, 2027, was as follows:

FOR						AGAINST						ABSTAIN
2,548,731,372						1,589,064						613,005

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.

UiPath, Inc.
By:						/s/ Brad Brubaker
						Chief Legal Officer and Secretary
Date:						June 29, 2026

FAQ

What did UiPath (PATH) stockholders vote on at the latest annual meeting?

UiPath stockholders voted on three main items: electing seven directors, approving an advisory say-on-pay resolution, and ratifying KPMG LLP as independent auditor for the fiscal year ending January 31, 2027.

Was there a quorum at UiPath (PATH) 2026 annual stockholder meeting?

Yes. UiPath reported that holders of 286,758,731 Class A shares and 64,690,706 Class B shares were represented, accounting for 93.78% of the voting power, which satisfied quorum requirements to conduct business.

How did UiPath (PATH) shareholders vote on director elections in 2026?

Shareholders elected seven directors, including Daniel Dines and Michael Gordon, each receiving over 2.44 billion votes for. Broker non‑votes were recorded, but all nominees were approved to serve until the 2027 annual meeting.

What was the outcome of UiPath (PATH) 2026 say-on-pay advisory vote?

Stockholders approved UiPath’s executive compensation on a non-binding basis, with 2,469,326,286 votes for, 6,257,900 against, and 638,474 abstentions, plus 74,710,781 broker non‑votes recorded on the proposal.

Did UiPath (PATH) stockholders ratify KPMG as auditor for fiscal 2027?

Yes. UiPath stockholders ratified KPMG LLP as the independent registered public accounting firm for the fiscal year ending January 31, 2027, with 2,548,731,372 votes for, 1,589,064 against, and 613,005 abstentions.

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 2.0 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT 15.3 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 24.7 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 15.8 KB