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  4. [8-K] Phreesia, Inc. Reports Material Event

Phreesia (NYSE: PHR) investors approve directors, KPMG and executive pay

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Phreesia, Inc. reported the results of its annual stockholder meeting held on June 24, 2026. Stockholders elected Chaim Indig and Jon Kessler as Class I directors for three-year terms ending at the 2029 annual meeting, with each receiving over 42.9 million votes in favor.

Stockholders also ratified KPMG LLP as the independent registered public accounting firm for the fiscal year ending January 31, 2027, with 51,326,138 votes for and limited opposition. In addition, they approved on a non-binding, advisory basis the compensation of the company’s named executive officers.

Positive

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Negative

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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.
Votes for Chaim Indig 42,920,634 votes Election as Class I director at June 24, 2026 annual meeting
Votes for Jon Kessler 43,200,247 votes Election as Class I director at June 24, 2026 annual meeting
Auditor ratification votes for 51,326,138 votes Ratification of KPMG LLP for fiscal year ending January 31, 2027
Auditor votes against 140,574 votes Ratification of KPMG LLP for fiscal year ending January 31, 2027
Say-on-pay votes for 42,476,742 votes Approval of compensation of named executive officers on advisory basis
Say-on-pay votes against 855,584 votes Approval of compensation of named executive officers on advisory basis
Broker non-votes on Proposal 1 7,978,851 shares Election of Class I directors
broker non-votes financial
"Broker Non-Votes Chaim Indig | 42,920,634 | 589,075 | 7,978,851"
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 KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 31, 2027"
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.
non-binding, advisory basis financial
"The stockholders approved, on a non-binding, advisory basis, the compensation of the Company’s named executive officers"
A non-binding, advisory basis means a recommendation or decision that carries no legal force and does not obligate the parties to act; it’s similar to a friendly suggestion rather than a signed promise. For investors, this matters because such guidance can influence market expectations and management plans but offers no guarantee of follow-through, so investors should treat it as informative input rather than a firm commitment.
named executive officers financial
"the compensation of the Company’s named executive officers as disclosed in the Proxy Statement"
Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.
emerging growth company regulatory
"Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
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Understanding 8-K Material Events →
false000141240800014124082026-06-242026-06-24

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 24, 2026
___________________________________
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 classTrading symbol(s)Name of each exchange on which registered
Common Stock, par value $0.01 per sharePHRThe 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 24, 2026, 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, 2026 (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 I director of the Company for a three-year term that expires at the Company’s annual meeting of stockholders in 2029 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
Chaim Indig42,920,634589,0757,978,851
Jon Kessler43,200,247309,4627,978,851
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, 2027. The results of such vote were as follows:
Votes For
Votes Against
Abstentions
51,326,138140,57421,848
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
42,476,742855,584177,3837,978,851




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 24, 2026Phreesia, Inc.
By:/s/ Balaji Gandhi
Name:Balaji Gandhi
Title:Chief Financial Officer



Source: View Original Filing on SEC EDGAR

FAQ

What did Phreesia (PHR) stockholders decide at the June 24, 2026 annual meeting?

Stockholders elected two Class I directors, ratified KPMG LLP as independent auditor for the year ending January 31, 2027, and approved, on a non-binding advisory basis, the compensation of Phreesia’s named executive officers as described in the May 14, 2026 proxy statement.

Which directors were elected at Phreesia (PHR)’s 2026 annual meeting and for how long?

Chaim Indig and Jon Kessler were elected as Class I directors for three-year terms, expiring at Phreesia’s 2029 annual meeting of stockholders. Each will serve until a successor is duly elected and qualified, subject to earlier resignation or removal under standard corporate governance practices.

Did Phreesia (PHR) stockholders ratify the company’s independent auditor for fiscal 2027?

Yes. Stockholders ratified the appointment of KPMG LLP as Phreesia’s independent registered public accounting firm for the fiscal year ending January 31, 2027, with 51,326,138 votes for, 140,574 votes against, and 21,848 abstentions reported in the meeting results.

How did Phreesia (PHR) stockholders vote on executive compensation in 2026?

Stockholders approved, on a non-binding, advisory basis, the compensation of Phreesia’s named executive officers. The vote totaled 42,476,742 shares for, 855,584 against, and 177,383 abstentions, with 7,978,851 broker non-votes, reflecting support for the compensation program disclosed in the proxy statement.

What were the vote totals for Phreesia (PHR) director nominee Chaim Indig in 2026?

Chaim Indig received 42,920,634 votes for election as a Class I director, 589,075 votes withheld, and 7,978,851 broker non-votes. These results confirm his election to a three-year term ending at the company’s 2029 annual meeting of stockholders, barring earlier resignation or removal.

What were the vote totals for Phreesia (PHR) director nominee Jon Kessler in 2026?

Jon Kessler received 43,200,247 votes for, 309,462 votes withheld, and 7,978,851 broker non-votes in his election as a Class I director. This outcome confirms his three-year term ending at the 2029 annual meeting, consistent with the company’s classified board structure.

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