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.
Positive
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Negative
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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"
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.
AI-generated analysis. How Rhea-AI works. Not financial advice.
