Procore shareholders elect directors and approve pay

Procore Technologies, Inc. reported the results of its annual stockholder meeting held on June 4, 2026.

Rhea-AI Filing Summary

Procore Technologies, Inc. reported the results of its annual stockholder meeting held on June 4, 2026. As of the April 10, 2026 record date, 150,807,455 common shares were outstanding and entitled to vote.

Stockholders elected three Class II directors to serve until the 2029 annual meeting. Craig F. Courtemanche, Jr. received 114,887,561 votes for and 1,411,090 withheld, Kathryn A. Bueker received 106,452,108 for and 9,846,543 withheld, and Nanci E. Caldwell received 79,468,441 for and 36,830,210 withheld. Each proposal reflected 21,616,947 broker non-votes.

Stockholders also ratified PricewaterhouseCoopers LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, with 137,300,621 votes for, 492,262 against, and 122,715 abstentions. In an advisory vote, stockholders approved the compensation of named executive officers, with 73,326,259 votes for, 42,864,779 against, and 107,613 abstentions.

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

Shares entitled to vote: 150,807,455 shares Votes for Courtemanche: 114,887,561 votes Votes for Bueker: 106,452,108 votes +4 more

7 metrics

Shares entitled to vote 150,807,455 shares Common stock outstanding as of April 10, 2026 record date

Votes for Courtemanche 114,887,561 votes Election of Craig F. Courtemanche, Jr. as Class II director

Votes for Bueker 106,452,108 votes Election of Kathryn A. Bueker as Class II director

Votes for Caldwell 79,468,441 votes Election of Nanci E. Caldwell as Class II director

Auditor ratification votes for 137,300,621 votes Ratification of PricewaterhouseCoopers LLP for fiscal year 2026

Say-on-pay votes for 73,326,259 votes Advisory approval of named executive officers’ compensation

Broker non-votes 21,616,947 votes Non-votes on director elections and say-on-pay

Key Terms

broker non-votes, independent registered public accounting firm, advisory vote on compensation of named executive officers, record date, +1 more

5 terms

broker non-votes financial

"The final voting results are as follows ... Broker Non-Votes"

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 regulatory

"ratified 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.

advisory vote on compensation of named executive officers financial

"Advisory Vote on Compensation of Named Executive Officers"

record date financial

"As of April 10, 2026, the record date for the Annual Meeting"

The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.

annual meeting of stockholders regulatory

"held its annual meeting of stockholders (the “Annual Meeting”) on June 4, 2026"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Procore Technologies (PCOR) shareholders decide at the 2026 annual meeting?

Shareholders elected three Class II directors, ratified PricewaterhouseCoopers LLP as auditor for 2026, and approved, on an advisory basis, executive compensation. All three management proposals received more votes in favor than against based on the reported tallies.

How many Procore (PCOR) shares were eligible to vote at the 2026 annual meeting?

A total of 150,807,455 shares of Procore common stock were outstanding and entitled to vote as of April 10, 2026, which served as the record date determining which stockholders could participate in the June 4, 2026 annual meeting.

Were Procore’s director nominees elected at the June 2026 shareholder meeting?

Yes. Shareholders elected Craig F. Courtemanche, Jr., Kathryn A. Bueker, and Nanci E. Caldwell as Class II directors. Each nominee received more votes for than withheld and will serve until Procore’s 2029 annual meeting of stockholders.

Did Procore Technologies (PCOR) shareholders approve the company’s 2026 auditor?

Yes. Shareholders ratified PricewaterhouseCoopers LLP as Procore’s independent registered public accounting firm for the fiscal year ending December 31, 2026, with 137,300,621 votes for, 492,262 votes against, and 122,715 abstentions reported.

How did Procore (PCOR) shareholders vote on executive compensation in 2026?

In an advisory say-on-pay vote, shareholders approved compensation for Procore’s named executive officers. The proposal received 73,326,259 votes for, 42,864,779 votes against, 107,613 abstentions, and 21,616,947 broker non-votes at the annual meeting.

What are broker non-votes in Procore’s 2026 shareholder voting results?

Broker non-votes are shares held by brokers that were not voted on certain proposals. Procore reported 21,616,947 broker non-votes for the director elections and the advisory executive compensation vote, reflecting shares present but not voted on those specific items.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/05/2026 - 05:01 PM EDT Learn about SEC filing dates

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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 4, 2026

Procore Technologies, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware		001-40396		73-1636261
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

6309 Carpinteria Avenue, Carpinteria, CA		93013
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (866) 477-6267

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:

☐ 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
Common stock, $0.0001 par value		PCOR		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.

Procore Technologies, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”) on June 4, 2026. As of April 10, 2026, the record date for the Annual Meeting, 150,807,455 shares of the Company’s common stock were outstanding and entitled to vote at the Annual Meeting. The final voting results for each of the proposals submitted to a vote of the Company’s stockholders at the Annual Meeting are set forth below. These proposals are described in detail in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on April 24, 2026.

Proposal 1. Election of Directors.

The Company’s stockholders elected the three individuals listed below as Class II directors to hold office until the Company’s 2029 annual meeting of stockholders. The final voting results are as follows:

		Votes For		Votes Withheld		Broker Non-Votes
Craig F. Courtemanche, Jr.		114,887,561		1,411,090		21,616,947
Kathryn A. Bueker		106,452,108		9,846,543		21,616,947
Nanci E. Caldwell		79,468,441		36,830,210		21,616,947

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

The Company’s stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The final voting results are as follows:

Votes For		Votes Against		Abstentions		Broker Non-Votes
137,300,621		492,262		122,715		0

Proposal 3. Advisory Vote on Compensation of Named Executive Officers.

The Company’s stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers. The final voting results are as follows:

Votes For		Votes Against		Abstentions		Broker Non-Votes
73,326,259		42,864,779		107,613		21,616,947

1

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

				Procore Technologies, Inc.
Date: June 5, 2026				By :		/s/ Benjamin C. Singer
						Benjamin C. Singer
						Chief Legal Officer and Corporate Secretary

2

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 16.8 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 10.6 KB