Planet Labs PBC (NYSE: PL) shareholders approve directors, KPMG and pay plan

Rhea-AI Filing Summary

Planet Labs PBC reported the results of its 2026 Annual Meeting of Stockholders held on July 9, 2026. A total of 278,499,924 shares of Class A and Class B common stock, representing 724,882,048 votes, were present or represented by proxy, out of 332,899,400 Class A shares and 23,493,796 Class B shares entitled to vote.

Stockholders re-elected Vijaya Gadde, General John W. Raymond, and Scott Reese as Class II directors for three-year terms. Support ranged from 594,186,674 votes for Ms. Gadde to 665,275,602 votes for Mr. Reese, with 58,588,060 broker non-votes on each nominee.

Stockholders also ratified the appointment of KPMG LLP as independent registered public accounting firm for the fiscal year ending January 31, 2027, with 720,904,469 votes for. In a non-binding advisory vote, stockholders approved the compensation of named executive officers for the same fiscal year, with 643,911,961 votes for and 13,362,097 against.

Insights

Corporate governance analyst

All management proposals at Planet Labs’ 2026 annual meeting received strong shareholder support.

The re-election of three Class II directors and approval of executive pay indicate broad backing for the existing governance structure. Director support ranged from 594.2M to 665.3M votes for, with substantial margins over withheld votes and standard broker non-votes.

Ratification of KPMG LLP as independent registered public accounting firm for the fiscal year ending January 31, 2027 passed with 720.9M votes for versus 3.0M against. The non-binding advisory vote on named executive officer compensation also passed with 643.9M for and 13.4M against, suggesting limited organized opposition to the current compensation program.

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

Shares entitled to vote Class A: 332,899,400 shares Shares entitled to vote Class B: 23,493,796 shares Votes represented: 724,882,048 votes +3 more

6 metrics

Shares entitled to vote Class A 332,899,400 shares Class A common stock entitled to vote as of the record date

Shares entitled to vote Class B 23,493,796 shares Class B common stock entitled to vote as of the record date

Votes represented 724,882,048 votes Votes represented by 278,499,924 Class A and B shares at the meeting

Votes for KPMG ratification 720,904,469 Votes in favor of ratifying KPMG LLP as auditor for fiscal year ending January 31, 2027

Votes for say-on-pay 643,911,961 Votes in favor of non-binding advisory approval of named executive officer compensation

Broker non-votes on directors 58,588,060 Broker non-votes recorded on each director election proposal

Key Terms

broker non-votes, independent registered public accounting firm, non-binding advisory vote, named executive officers

4 terms

broker non-votes financial

"The results of the vote were as follows ... Broker Non-Votes"

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"

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 vote financial

"Non-Binding Advisory Vote on the Compensation of Named Executive Officers"

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.

named executive officers financial

"the compensation of the Company’s named executive officers for the fiscal year ending January 31, 2027"

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.

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Available on EDGAR 07/10/2026 - 08:00 AM Accepted by SEC EDGAR 07/10/2026 - 08:00 AM Learn about SEC filing dates

FAQ

What key items did Planet Labs PBC (PL) stockholders vote on at the 2026 annual meeting?

Stockholders voted on three items: re-election of three Class II directors, ratification of KPMG LLP as independent auditor for the year ending January 31, 2027, and a non-binding advisory vote on named executive officer compensation.

How many Planet Labs PBC (PL) shares and votes were represented at the 2026 annual meeting?

A total of 278,499,924 shares of Class A and B common stock, representing 724,882,048 votes, were represented. There were 332,899,400 Class A and 23,493,796 Class B shares entitled to vote as of the record date.

Were Planet Labs PBC (PL) director nominees re-elected at the 2026 annual meeting?

Yes. Stockholders re-elected Vijaya Gadde, General John W. Raymond, and Scott Reese as Class II directors for three-year terms, each receiving hundreds of millions of votes for and 58,588,060 broker non-votes.

Did Planet Labs PBC (PL) stockholders ratify KPMG LLP as auditor for fiscal 2027?

Yes. Stockholders ratified KPMG LLP as independent registered public accounting firm for the fiscal year ending January 31, 2027, with 720,904,469 votes for, 2,967,964 against, and 1,009,615 abstentions.

How did Planet Labs PBC (PL) stockholders vote on executive compensation for fiscal 2027?

In a non-binding advisory vote, stockholders approved compensation of named executive officers for the fiscal year ending January 31, 2027, with 643,911,961 votes for, 13,362,097 against, 9,019,930 abstentions, and 58,588,060 broker non-votes.

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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): July 09, 2026

Planet Labs PBC

(Exact name of Registrant as Specified in Its Charter)

California			001-40166	85-4299396
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
645 Harrison Street, Floor 4
San Francisco, California				94107
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: 415 829-3313

N/A

(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
Class A common stock, par value $0.0001 per share		PL		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 July 9, 2026, Planet Labs PBC (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). Set forth below are the matters acted upon at the Annual Meeting and the final voting results on each matter. There were 332,899,400 shares of the Company’s Class A common stock and 23,493,796 shares of the Company’s Class B common stock entitled to vote as of the record date for the Annual Meeting, each share of Class A common stock being entitled to one vote, and each share of Class B common stock being entitled to twenty votes. A total of 278,499,924 shares of the Company’s Class A and Class B common stock, voting as a single class and representing in aggregate 724,882,048 votes, were represented and voted at the Annual Meeting or by proxy at the Annual Meeting.

Proposal One: Election of Directors

The Company’s stockholders re-elected Vijaya Gadde, General John W. Raymond, and Scott Reese as members of the Company’s board of directors as Class II directors for a three-year term. The results of the vote were as follows:

Nominee		For		Withheld		Broker Non-Votes
Vijaya Gadde		594,186,674		72,107,314		58,588,060
General John W. Raymond		624,587,634		41,706,354		58,588,060
Scott Reese		665,275,602		1,018,386		58,588,060

Proposal Two: Ratification of Appointment of Independent Registered Public Accounting Firm

The Company’s 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 the vote were as follows:

For		Against		Abstain		Broker Non-Votes
720,904,469		2,967,964		1,009,615		-

Proposal Three: Non-Binding Advisory Vote on the Compensation of Named Executive Officers

The Company’s stockholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers for the fiscal year ending January 31, 2027, as disclosed in the Company’s proxy statement for the Annual Meeting pursuant to the compensation disclosure rules of the Securities and Exchange Commission. The results of the vote were as follows:

For		Against		Abstain		Broker Non-Votes
643,911,961		13,362,097		9,019,930		58,588,060

SIGNATURES

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.

			Planet Labs PBC
Date:	July 10, 2026	By:	/s/ Ashley Johnson
			Ashley Johnson President and Chief Financial Officer

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