Phreesia Board Member Mark Smith Faces Significant Opposition in Re-election Bid

Rhea-AI Filing Summary

Phreesia held its annual stockholder meeting on June 25, 2025, where three key proposals were voted on. The meeting results revealed significant shareholder participation and support for the company's initiatives.

Key voting outcomes:

• Director Elections: Gillian Munson received strong support with 47.3M votes (91.6% approval), while Mark Smith, M.D. secured 37.7M votes (73% approval) for Class III director positions with three-year terms expiring in 2028
• Auditor Appointment: Shareholders overwhelmingly approved KPMG LLP as the independent auditor for FY2026, with 99.9% voting in favor (53.6M votes)
• Executive Compensation: The say-on-pay proposal passed with 90.5% approval (46.7M votes in favor), demonstrating strong shareholder support for the company's executive compensation practices

The voting results indicate robust shareholder engagement, with relatively low abstention rates and clear majorities on all proposals, though notably lower support for Dr. Smith's director election compared to his fellow nominee.

Positive

• Strong shareholder support for executive compensation with 90.5% votes in favor
• Overwhelming approval (99.9%) for KPMG LLP as independent auditor
• Gillian Munson received strong shareholder support with 91.6% votes in favor of her board election

Negative

• Significant shareholder opposition to Mark Smith's board re-election with 27% votes withheld, indicating potential governance concerns

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.

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

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Accepted by SEC EDGAR 06/25/2025 - 04:02 PM Learn about SEC filing dates

FAQ

What were the voting results for PHR's director elections in June 2025?

In the June 25, 2025 annual meeting, two Class III directors were elected: Gillian Munson received 47,317,018 votes in favor and 4,324,384 votes withheld, while Mark Smith, M.D. received 37,695,562 votes in favor and 13,945,840 votes withheld. Both directors will serve three-year terms expiring at the 2028 annual meeting.

Did PHR shareholders approve the executive compensation package in 2025?

Yes, PHR shareholders approved the named executive officers' compensation on a non-binding, advisory basis. The proposal received 46,749,876 votes in favor, with 4,874,502 votes against, 17,024 abstentions, and 2,002,975 broker non-votes.

Who is PHR's independent auditor for fiscal year 2026?

KPMG LLP was ratified as PHR's independent registered public accounting firm for the fiscal year ending January 31, 2026. The appointment was approved with 53,615,678 votes in favor, 13,796 votes against, and 14,903 abstentions.

When did PHR hold its 2025 annual shareholder meeting?

Phreesia (PHR) held its annual meeting of stockholders on June 25, 2025, where shareholders voted on three proposals including director elections, auditor ratification, and executive compensation approval.

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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 25, 2025

___________________________________

Phreesia, Inc.

(Exact name of registrant as specified in its charter)

___________________________________

Delaware (State or other jurisdiction of incorporation or organization) 001-38977 (Commission File Number) 20-2275479 (I.R.S. Employer Identification Number)

1521 Concord Pike, Suite 301 PMB 221

Wilmington, Delaware 19803

(Address of principal executive offices and zip code)

(888) 654-7473

(Registrant's telephone number, including area code)

___________________________________

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, par value $0.01 per share			PHR			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.

On June 25, 2025, Phreesia, Inc. (the “Company”) held its annual meeting of stockholders to consider and vote on the three proposals set forth below, each of which is described in greater detail in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on May 14, 2025 (the "Proxy Statement"). The final voting results are set forth below.

Proposal 1 - Election of Directors

The stockholders elected each of the two persons named below to serve as a Class III director of the Company for a three-year term that expires at the Company’s annual meeting of stockholders in 2028 and until such person’s successor has been duly elected and qualified, subject to such person’s earlier resignation or removal. The results of such vote were as follows:

Director Name						Votes For						Votes Withheld						Broker Non-Votes
Gillian Munson						47,317,018						4,324,384						2,002,975
Mark Smith, M.D.						37,695,562						13,945,840						2,002,975

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

The stockholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 31, 2026. The results of such vote were as follows:

Votes For												Votes Against												Abstentions
53,615,678												13,796												14,903

Proposal 3 – Approval of Compensation of Named Executive Officers

The stockholders approved, on a non-binding, advisory basis, the compensation of the Company’s named executive officers as disclosed in the Proxy Statement. The results of such vote were as follows:

Votes For												Votes Against												Abstentions												Broker Non-Votes
46,749,876												4,874,502												17,024												2,002,975

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 hereunto duly authorized.

Date: June 25, 2025			Phreesia, Inc.
			By:			/s/ Balaji Gandhi
			Name:			Balaji Gandhi
			Title:			Chief Financial Officer