Pegasystems (NASDAQ: PEGA) investors reelect board and approve pay and Deloitte

Rhea-AI Filing Summary

Pegasystems Inc. held its 2026 Annual Meeting of Shareholders on June 16, 2026, where investors voted on directors, executive pay, and the auditor. All eight director nominees, including Alan Trefler and Sharon Rowlands, were reelected, each receiving over 137 million votes in favor.

Shareholders approved the company’s executive compensation in a non-binding advisory vote, with 148,608,236 votes for and 3,960,275 against. They also ratified Deloitte & Touche LLP as independent registered public accounting firm for the year ending December 31, 2026, with 157,745,439 votes for and 1,927,638 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

Votes for Dianne Ledingham: 150,780,400 votes Votes for Alan Trefler: 150,568,692 votes Executive compensation support: 148,608,236 votes for +4 more

7 metrics

Votes for Dianne Ledingham 150,780,400 votes Director election at 2026 Annual Meeting

Votes for Alan Trefler 150,568,692 votes Director election at 2026 Annual Meeting

Executive compensation support 148,608,236 votes for Say-on-pay advisory vote at 2026 Annual Meeting

Executive compensation opposition 3,960,275 votes against Say-on-pay advisory vote at 2026 Annual Meeting

Auditor ratification for votes 157,745,439 votes for Deloitte & Touche LLP ratification for 2026

Auditor ratification against votes 1,927,638 votes against Deloitte & Touche LLP ratification for 2026

Broker non-votes 7,091,361 non-votes Each proposal with broker non-votes at 2026 Annual Meeting

Key Terms

Annual Meeting of Shareholders, non-binding advisory vote, independent registered public accounting firm, Audit Committee

4 terms

Annual Meeting of Shareholders financial

"Pegasystems Inc. held its 2026 Annual Meeting of Shareholders on June 16, 2026."

A yearly gathering where a company’s owners (shareholders) vote on key items like electing the board, approving executive pay, and ratifying auditors, and receive updates on performance and strategy. Think of it as an annual town hall for owners: it matters to investors because outcomes and disclosures can affect leadership, corporate direction, dividend and governance policies, and therefore the company’s risk and potential return.

non-binding advisory vote financial

"The Company's shareholders approved the compensation of the Company's executive officers ... by a non-binding advisory vote."

A non-binding advisory vote is a shareholder vote that expresses investors’ opinion on a proposal (such as executive pay, corporate policy, or governance practices) but does not legally force the company to act. Think of it like a customer survey: it signals whether owners approve or disapprove and can pressure boards and managers to change course, so investors watch the result as an indicator of governance risk and potential future shifts in company strategy or leadership.

independent registered public accounting firm financial

"the Company's independent registered public accounting firm for the year ending December 31, 2026."

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.

Audit Committee financial

"ratified the selection by the Audit Committee of the Company's Board of Directors of Deloitte & Touche LLP"

A company's audit committee is a small group of board members who act like independent inspectors for the firm's finances, overseeing how financial reports are prepared, monitoring internal controls, and managing the relationship with external auditors. Investors care because a strong audit committee reduces the risk of accounting errors, fraud, or misleading statements, making financial statements more trustworthy and helping protect shareholder value.

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Understanding 8-K Material Events →

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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 16, 2026

____________________

PEGASYSTEMS INC.

(Exact name of Registrant as specified in its charter)

____________________

Massachusetts			1-11859			04-2787865
(State or other jurisdiction of incorporation)			(Commission File Number)			(IRS Employer Identification No.)

225 Wyman Street, Waltham, MA 02451

(Address of principal executive offices, including zip code)

(617) 374-9600

(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:

☐			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, $.01 par value per share			PEGA			NASDAQ Global Select Market

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

Pegasystems Inc. (the “Company”) held its 2026 Annual Meeting of Shareholders on June 16, 2026. At the Annual Meeting, the following items were presented to the shareholders of the Company for their approval, and the shareholders voted as follows:

1. The Company’s shareholders reelected the eight directors named below to serve on the Company’s Board of Directors until the 2027 Annual Meeting of Shareholders and until their successors are duly elected and qualified. The votes for each nominee were as follows:

			Rohit Ghai			Peter Gyenes			Richard Jones			Christopher Lafond			Dianne Ledingham			Sharon Rowlands			Alan Trefler			Larry Weber
FOR			150,432,891			146,066,850			137,639,729			149,823,034			150,780,400			150,407,707			150,568,692			140,482,353
AGAINST			2,135,048			6,492,055			14,938,293			2,759,124			1,740,511			2,112,488			2,004,945			12,085,685
ABSTAIN			56,437			65,471			46,354			42,218			103,465			104,181			50,739			56,338
NON VOTES			7,091,361			7,091,361			7,091,361			7,091,361			7,091,361			7,091,361			7,091,361			7,091,361

2. The Company's shareholders approved the compensation of the Company's executive officers, as described in the Company's proxy statement, by a non-binding advisory vote. The votes on this proposal were as follows:

			Executive Compensation
FOR			148,608,236
AGAINST			3,960,275
ABSTAIN			55,865
NON VOTES			7,091,361

3. The Company's shareholders ratified the selection by the Audit Committee of the Company's Board of Directors of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the year ending December 31, 2026. The votes on this proposal were as follows:

			Auditors
FOR			157,745,439
AGAINST			1,927,638
ABSTAIN			42,661

SIGNATURE

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 thereunto duly authorized.

 

						Pegasystems Inc.
Dated:			June 18, 2026			By:			/s/ Kenneth Stillwell
									Kenneth Stillwell
									Chief Operating Officer and Chief Financial Officer

FAQ

What did Pegasystems (PEGA) shareholders vote on at the 2026 Annual Meeting?

Pegasystems shareholders voted on three main items: reelection of eight directors, a non-binding advisory vote on executive compensation, and ratification of Deloitte & Touche LLP as independent auditor for the year ending December 31, 2026.

Were Pegasystems (PEGA) director nominees reelected in 2026?

Yes, all eight Pegasystems director nominees were reelected. Support ranged from 137,639,729 votes for Richard Jones to 150,780,400 votes for Dianne Ledingham, with substantial majorities over votes cast against each nominee at the 2026 Annual Meeting.

How did Pegasystems (PEGA) shareholders vote on executive compensation in 2026?

Pegasystems shareholders approved executive compensation in a non-binding advisory vote. There were 148,608,236 votes for, 3,960,275 votes against, 55,865 abstentions, and 7,091,361 broker non-votes, indicating strong overall support for the company’s pay practices in 2026.

Which audit firm did Pegasystems (PEGA) shareholders ratify for 2026?

Shareholders ratified Deloitte & Touche LLP as Pegasystems’ independent registered public accounting firm for the year ending December 31, 2026, with 157,745,439 votes for, 1,927,638 votes against, and 42,661 abstentions, showing broad shareholder backing for the auditor selection.

When was Pegasystems (PEGA) 2026 Annual Meeting of Shareholders held?

Pegasystems held its 2026 Annual Meeting of Shareholders on June 16, 2026. At this meeting, shareholders voted on board elections, a non-binding advisory resolution on executive compensation, and ratification of Deloitte & Touche LLP as the independent auditor for the 2026 fiscal year.

Did any Pegasystems (PEGA) director face significant opposition in the 2026 vote?

All Pegasystems directors were reelected, though support varied. Richard Jones received 137,639,729 votes for and 14,938,293 against, while others like Rohit Ghai and Dianne Ledingham received over 150 million votes for, indicating stronger backing relative to opposition for most nominees.

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 22.2 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.7 KB