Phreesia holders back directors, auditor, pay
Phreesia, Inc. reported the results of its annual stockholder meeting held on June 24, 2026.
Sentiment and the balance of points
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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.
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 Chaim Indig: 42,920,634 votes
Votes for Jon Kessler: 43,200,247 votes
Auditor ratification votes for: 51,326,138 votes
+4 more
7 metrics
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
Key Terms
broker non-votes, independent registered public accounting firm, non-binding, advisory basis, named executive officers, +1 more
5 terms
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.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
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.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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