PagerDuty (NYSE: PD) investors back board slate, auditor and executive pay at 2026 meeting

Rhea-AI Filing Summary

PagerDuty, Inc. reported the results of its 2026 annual meeting of stockholders. Holders of 66,113,579 common shares were present in person or by proxy, representing 86.25% of the voting power as of the April 20, 2026 record date, which met quorum requirements.

Stockholders elected four Class I directors — Donald J. Carty, Sarah Franklin, William Losch and Jennifer Tejada — to serve until the 2029 annual meeting or until their successors are elected and qualified. Each director received more votes "for" than "withheld," with Carty receiving 41,973,771 votes for and 11,699,473 withheld.

Stockholders also ratified the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm for the fiscal year ending January 31, 2027, with 65,873,998 votes for and 177,818 against. In an advisory, non-binding vote, stockholders approved the compensation of the company’s named executive officers, with 45,924,468 votes for and 7,133,053 against.

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

Quorum voting power: 86.25% Shares represented: 66,113,579 shares Votes for PwC ratification: 65,873,998 votes +3 more

6 metrics

Quorum voting power 86.25% Voting power represented at 2026 annual meeting as of April 20, 2026 record date

Shares represented 66,113,579 shares Common shares present in person or by proxy at 2026 annual meeting

Votes for PwC ratification 65,873,998 votes For ratification of PricewaterhouseCoopers LLP as auditor for FY ending January 31, 2027

Votes for say-on-pay 45,924,468 votes For advisory approval of named executive officer compensation

Against say-on-pay 7,133,053 votes Votes against advisory approval of executive compensation

Broker non-votes on director election 12,440,335 votes Broker non-votes recorded for each Class I director proposal

Key Terms

Annual Meeting of Stockholders, Record Date, Broker Non-Votes, independent registered public accounting firm, +1 more

5 terms

Annual Meeting of Stockholders financial

"On June 18, 2026, PagerDuty, Inc. held its 2026 Annual Meeting of Stockholders"

Record Date financial

"one vote for each share held as of the close of business on April 20, 2026 (the “Record Date”)"

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.

Broker Non-Votes financial

"For | Withheld | Broker Non-Votes Donald J. Carty | 41,973,771 | 11,699,473 | 12,440,335"

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

"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, non-binding basis financial

"approved, on an advisory, non-binding basis, the compensation of the Company’s named executive officers"

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Understanding 8-K Material Events →

FALSE000156810000015681002026-06-182026-06-18

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 18, 2026

_________________________

PAGERDUTY, INC.

(Exact name of Registrant as Specified in Its Charter)

_________________________

Delaware			001-38856			27-2793871
(State or Other Jurisdiction of Incorporation)			(Commission File Number)			(IRS Employer Identification No.)
600 Townsend St., Suite 200 San Francisco, California						94103
(Address of Principal Executive Offices)						(Zip Code)

(844) 800-3889

(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

Common Stock, $0.000005 par value

PD

New York Stock Exchange (NYSE)

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 18, 2026, PagerDuty, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Meeting”). The Company’s stockholders voted on three proposals at the Meeting, each of which is described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on May 4, 2026. Holders of the Company’s common stock were entitled to one vote for each share held as of the close of business on April 20, 2026 (the “Record Date”). Present at the Meeting in person or by proxy were holders of 66,113,579 shares of common stock, representing 86.25% of the voting power of the shares of common stock entitled to vote as of the Record Date, which constituted a quorum under the Company’s Bylaws. A summary of the final voting results is set forth below:

Proposal 1 — Election of Directors

The stockholders elected each of the four persons named below as Class I directors to serve until the 2029 annual meeting of stockholders or until their successors are elected and qualified. The results of such vote were:

			For			Withheld			Broker Non-Votes
Donald J. Carty			41,973,771			11,699,473			12,440,335
Sarah Franklin			38,252,555			15,420,689			12,440,335
William Losch			37,425,282			16,247,962			12,440,335
Jennifer Tejada			38,201,630			15,471,614			12,440,335

Proposal 2 — Ratification of Appointment of Independent Registered Public Accounting Firm

The stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 31, 2027. The results of such vote were:

For			Against			Abstain			Broker Non-Votes
65,873,998			177,818			61,763			—

Proposal 3 — Advisory Vote to Approve Executive Compensation

The stockholders approved, on an advisory, non-binding basis, the compensation of the Company’s named executive officers. The results of such vote were:

For			Against			Abstain			Broker Non-Votes
45,924,468			7,133,053			615,723			12,440,335

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 hereunto duly authorized.

			PagerDuty, Inc.
Date: June 22, 2026			By:			/s/ Christopher Ferro
			Name:			Christopher Ferro
			Title:			Chief Legal Officer & Secretary

FAQ

What did PagerDuty (PD) stockholders vote on at the 2026 annual meeting?

Stockholders voted on electing four Class I directors, ratifying PricewaterhouseCoopers LLP as auditor, and approving executive compensation on an advisory basis. All three proposals passed with more votes for than against or withheld.

Did PagerDuty (PD) achieve a quorum at its 2026 stockholder meeting?

Yes. Holders of 66,113,579 common shares were present, representing 86.25% of the voting power entitled to vote as of April 20, 2026, which satisfied the quorum requirement under PagerDuty’s bylaws.

Were all PagerDuty (PD) director nominees elected in 2026?

Yes. Donald J. Carty, Sarah Franklin, William Losch and Jennifer Tejada were elected as Class I directors to serve until the 2029 annual meeting or until successors are elected and qualified, each receiving more votes for than withheld.

How did PagerDuty (PD) stockholders vote on the auditor ratification?

Stockholders ratified PricewaterhouseCoopers LLP as independent registered public accounting firm for the fiscal year ending January 31, 2027, with 65,873,998 votes for, 177,818 votes against and 61,763 abstentions, and no broker non-votes reported.

What was the result of PagerDuty’s (PD) say-on-pay vote in 2026?

Stockholders approved, on an advisory and non-binding basis, the compensation of PagerDuty’s named executive officers, with 45,924,468 votes for, 7,133,053 votes against, 615,723 abstentions and 12,440,335 broker non-votes recorded.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.7 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 22.0 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.7 KB