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Pinterest (NYSE: PINS) holders approve board, pay plan and EY as 2026 auditor

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

Rhea-AI Filing Summary

Pinterest, Inc. reported the results of its annual meeting of stockholders held on May 21, 2026. Stockholders elected four Class I directors—Chip Bergh, Gokul Rajaram, Emily Reuter, and Marc Steinberg—to serve until the 2029 annual meeting.

Stockholders approved, on a non-binding advisory basis, the compensation of Pinterest’s named executive officers and chose to hold this advisory vote on executive pay every year. They also ratified the audit and risk committee’s selection of Ernst & Young LLP as independent registered public accounting firm for fiscal year 2026.

Positive

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Negative

  • None.
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.
Say-on-pay votes for 1,872,585,095 votes Non-binding approval of named executive officer compensation
Say-on-pay votes against 75,176,625 votes Non-binding approval of named executive officer compensation
One-year frequency support 1,940,750,588 votes Advisory vote on frequency of future say-on-pay votes
Auditor ratification votes for 1,980,724,813 votes Ratification of Ernst & Young LLP for fiscal year 2026
Votes for Emily Reuter 1,945,691,087 votes Election as Class I director until 2029 annual meeting
Votes for Marc Steinberg 1,939,563,390 votes Election as Class I director until 2029 annual meeting
broker non-votes financial
"The number of votes cast for and against and the number of abstentions and broker non-votes with respect to each matter"
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.
non-binding advisory basis financial
"To approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers"
A non-binding advisory basis is guidance or a recommendation offered for informational purposes that does not create legal obligations or guarantees; recipients can accept, modify, or ignore it without contractual consequences. Investors should treat it like a weather forecast for planning—useful for forming expectations and assessing risk, but not a firm promise—so they should verify assumptions, seek confirming information, and avoid relying on it as the sole basis for investment decisions.
independent registered public accounting firm financial
"to ratify the audit and risk committee’s selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year 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.
Class B common stock financial
"holders of the shares of Class B common stock were entitled to 20 votes per share held as of the Record Date"
A class B common stock is one of multiple types of a company’s ordinary shares that carries specific rights—often different voting power or dividend priority—compared with other classes. For investors it matters because those differences affect how much influence you have over company decisions, the income you might receive, and how freely the shares trade; think of it like owning a car with different keys: some keys let you start the engine and open the trunk, others only unlock the door.
record date financial
"as of the close of business on March 27, 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.
Understanding 8-K Material Events →
0001506293false00015062932026-05-212026-05-21


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): May 21, 2026
_________________________
Pinterest, Inc.
(Exact Name of Registrant as Specified in its Charter) 
_________________________
Delaware001-3887226-3607129
(State or Other Jurisdiction
of Incorporation)		(Commission File Number)(IRS Employer
Identification No.)

651 Brannan Street
San Francisco, California 94107
(Address of principal executive offices, including zip code)

(415) 762-7100
(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 (see General Instruction A.2. below):
 
☐ 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
Name of each exchange on which registered
Class A Common Stock, $0.00001 par value PINS 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 May 21, 2026, Pinterest, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, the stockholders voted on the following proposals:

1.To elect the four Class I director nominees to the Board of Directors (the “Board”) named in the proxy statement to hold office until the 2029 annual meeting of stockholders and until their successors have been duly elected and qualified, or until their office is otherwise vacated.
2.To approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers.
3.To approve, on a non-binding advisory basis, the frequency of future advisory votes to approve the Company’s named executive officers' compensation.
4.To ratify the audit and risk committee’s selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year 2026.

Holders of the shares of Class A common stock were entitled to one vote per share held as of the close of business on March 27, 2026 (the “Record Date”) and holders of the shares of Class B common stock were entitled to 20 votes per share held as of the Record Date. Holders of the shares of Class A common stock and holders of the shares of Class B common stock voted together as a single class on all matters submitted to a vote of stockholders at the Annual Meeting. The number of votes cast for and against and the number of abstentions and broker non-votes with respect to each matter voted upon are set forth below.

1.Elect Class I nominees for director to hold office until the 2029 annual meeting and until their successors have been duly elected and qualified, or until their office is otherwise vacated
NomineeForAgainstAbstainBroker Non-Votes
Chip Bergh1,795,684,711152,462,358346,54647,220,520
Gokul Rajaram1,906,257,23641,887,444348,93547,220,520
Emily Reuter1,945,691,0872,451,265351,26347,220,520
Marc Steinberg1,939,563,3908,587,510342,71547,220,520
Based on the votes set forth above, each director nominee was duly elected to serve until the 2029 annual meeting of stockholders and until their successors have been duly elected and qualified, or until their office is otherwise vacated.
2.Approve, on a non-binding advisory basis, the compensation of the Company's named executive officers
ForAgainstAbstainBroker Non-Votes
1,872,585,09575,176,625731,89547,220,520
Based on the votes set forth above, the stockholders approved, on an advisory non-binding basis, the compensation of the Company’s named executive officers.
3.Approve, on a non-binding advisory basis, the frequency of future advisory votes to approve the Company's named executive officers' compensation
One YearTwo YearsThree YearsAbstain
1,940,750,588136,1947,018,838587,995
In accordance with the votes set forth above, in which "one year" received the highest number of votes, the Company has decided to hold future advisory votes to approve the compensation of the Company’s named executive officers every year until the next required vote on the frequency of advisory votes to approve the compensation of the Company’s named executive officers.
4.Ratify the audit and risk committee's selection of Ernst & Young LLP as the company's independent registered public accounting firm for the fiscal year 2026


ForAgainstAbstain
1,980,724,81314,669,424319,898
Based on the votes set forth above, the stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year 2026.


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.
PINTEREST, INC.
Date: May 22, 2026By:/s/ Wanji Walcott
Wanji Walcott
Chief Legal and Business Affairs Officer and Corporate Secretary


Source: View Original Filing on SEC EDGAR

FAQ

What did Pinterest (PINS) stockholders approve at the 2026 annual meeting?

Pinterest stockholders elected four Class I directors, approved executive compensation on a non-binding basis, chose an annual advisory vote on pay, and ratified Ernst & Young LLP as independent auditor for fiscal year 2026.

Which directors were elected at Pinterest’s 2026 annual meeting?

Stockholders elected Chip Bergh, Gokul Rajaram, Emily Reuter, and Marc Steinberg as Class I directors to serve until the 2029 annual meeting and until their successors are duly elected and qualified, or until their office is otherwise vacated.

How did Pinterest (PINS) stockholders vote on executive compensation?

Stockholders approved the compensation of Pinterest’s named executive officers on a non-binding advisory basis, with 1,872,585,095 votes for, 75,176,625 against, 731,895 abstentions, and 47,220,520 broker non-votes recorded on the proposal.

What frequency did Pinterest stockholders choose for say-on-pay votes?

Stockholders favored holding advisory votes on executive compensation every year, with 1,940,750,588 votes for one-year, 136,194 for two-year, 7,018,838 for three-year, and 587,995 abstentions. The company decided to follow this one-year frequency until the next required frequency vote.

Which audit firm did Pinterest (PINS) stockholders ratify for 2026?

Stockholders ratified Ernst & Young LLP as Pinterest’s independent registered public accounting firm for fiscal year 2026, with 1,980,724,813 votes for, 14,669,424 against, and 319,898 abstentions recorded on the ratification proposal.

How do Pinterest Class A and Class B shares vote at the annual meeting?

Holders of Class A common stock were entitled to one vote per share, while holders of Class B common stock were entitled to 20 votes per share. Both classes voted together as a single class on all matters at the 2026 annual meeting.

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