Palantir (NYSE: PLTR) investors reelect board, oppose key ESG proposals

Rhea-AI Filing Summary

Palantir Technologies Inc. reported results of its 2026 annual stockholder meeting. The company uses a multi-class share structure, with Class A carrying one vote, Class B ten votes, and Class F a higher, proposal-specific vote count per share as of the April 6, 2026 record date.

All seven director nominees, including Alexander Karp, Stephen Cohen and Peter Thiel, were elected. Stockholders ratified Ernst & Young as independent auditor for the year ending December 31, 2026 and approved, on an advisory basis, compensation for named executive officers. Three stockholder proposals on due diligence reporting, human rights impact assessment, and political spending disclosure did not receive stockholder approval.

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

Karp director votes for: 3,221,448,690 votes Karp director votes withheld: 237,998,436 votes Auditor ratification votes for: 3,098,257,509 votes +5 more

8 metrics

Karp director votes for 3,221,448,690 votes Election of Alexander Karp at 2026 annual meeting

Karp director votes withheld 237,998,436 votes Election of Alexander Karp at 2026 annual meeting

Auditor ratification votes for 3,098,257,509 votes Ernst & Young ratification for year ending December 31, 2026

Auditor ratification votes against 15,840,752 votes Ernst & Young ratification for year ending December 31, 2026

Say-on-pay votes for 1,987,926,773 votes Advisory vote on named executive officer compensation

Due diligence proposal votes for 192,995,867 votes Stockholder proposal on Independent Report on Due Diligence Process

Human rights proposal votes for 290,935,808 votes Stockholder proposal on Human Rights Impact Assessment

Political spending proposal votes for 608,889,045 votes Stockholder proposal on Political Spending Disclosure

Key Terms

advisory vote, broker non-votes, independent registered public accounting firm, stockholder proposal, +1 more

5 terms

advisory vote financial

"Proposal 3 – Advisory Vote to Approve Named Executive Officer Compensation."

An advisory vote is a shareholder poll that expresses investors’ approval or concern about a company’s policy, executive pay, board decisions or other governance matters but does not legally force the company to act. Think of it like a customer survey: it signals investor sentiment and can pressure management to change course, so investors watch the result as a guide to future governance, risk and potential shifts in strategy.

broker non-votes financial

"the number of votes cast for and against, and the number of abstentions and broker non-votes with respect to, Proposal 3"

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

"The appointment of Ernst & Young as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 was ratified."

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.

stockholder proposal financial

"The stockholders did not approve the stockholder proposal entitled “Independent Report on Due Diligence Process.”"

Record Date financial

"for each share held as of the close of business on April 6, 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.

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Understanding 8-K Material Events →

0001321655FALSE00013216552026-06-032026-06-03

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 3, 2026

Palantir Technologies Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-39540

68-0551851

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification Number)

19505 Biscayne Blvd., Suite 2350

Aventura, Florida 33180

(Address of principal executive offices and zip code)

(720) 358-3679

(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

Class A Common Stock, par value $0.001 per share

PLTR

The Nasdaq Stock Market LLC

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 3, 2026, Palantir Technologies Inc. (the “Company”) held its 2026 annual meeting of stockholders (the “Annual Meeting”). Holders of the Company’s Class A common stock, par value $0.001 per share, were entitled to one vote on each proposal for each share held as of the close of business on April 6, 2026 (the “Record Date”); holders of the Company’s Class B common stock, par value $0.001 per share, were entitled to ten votes on each proposal for each share held as of the close of business on the Record Date; and the holders of Class F common stock, par value $0.001 per share, were entitled to approximately 1,259.505 votes on Proposal 1 for each share held as of the close of business on the Record Date, approximately 539.600 votes on Proposal 2 for each share held as of the close of business on the Record Date, and approximately 160.412 votes on each of Proposal 3, Proposal 4, Proposal 5, and Proposal 6 for each share held as of the close of business on the Record Date. The matters voted on at the Annual Meeting are set forth below:

Proposal 1 – Election of Directors.

Each of the following nominees was elected to serve as a director and to hold office until the Company’s next annual meeting of stockholders and until his or her respective successor has been duly elected and qualified, or until such director’s earlier death, resignation or removal. After giving effect to the voting power of the common stock, the number of votes cast for and withheld, and the number of broker non-votes, with respect to each of the nominees are set forth below:

Nominee			For			Withheld			Broker Non-Votes
Alexander Karp			3,221,448,690			237,998,436			381,084,411
Stephen Cohen			3,216,120,642			243,326,484			381,084,411
Peter Thiel			3,007,188,835			452,258,291			381,084,411
Alexander Moore			2,956,909,699			502,537,427			381,084,411
Alexandra Schiff			2,979,284,938			480,162,188			381,084,411
Lauren Friedman Stat			3,431,802,165			27,644,961			381,084,411
Eric Woersching			3,434,608,279			24,838,847			381,084,411

Proposal 2 – Ratification of Appointment of Independent Registered Public Accounting Firm.

The appointment of Ernst & Young as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 was ratified. After giving effect to the voting power of the common stock, the number of votes cast for and against, and the number of abstentions and broker non-votes with respect to, Proposal 2 are set forth below:

For			Against			Abstained			Broker Non-Votes
3,098,257,509			15,840,752			2,928,548			0

Proposal 3 – Advisory Vote to Approve Named Executive Officer Compensation.

The stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers. After giving effect to the voting power of the common stock, the number of votes cast for and against, and the number of abstentions and broker non-votes with respect to, Proposal 3 are set forth below:

For			Against			Abstained			Broker Non-Votes
1,987,926,773			357,136,775			9,794,454			381,084,411

Proposal 4 – Stockholder Proposal Entitled “Independent Report on Due Diligence Process.”

The stockholders did not approve the stockholder proposal entitled “Independent Report on Due Diligence Process.” After giving effect to the voting power of the common stock, the number of votes cast for and against, and the number of abstentions and broker non-votes with respect to, Proposal 4 are set forth below:

For			Against			Abstained			Broker Non-Votes
192,995,867			2,137,396,027			24,466,108			381,084,411

Proposal 5 – Stockholder Proposal Entitled “Human Rights Impact Assessment.”

The stockholders did not approve the stockholder proposal entitled “Human Rights Impact Assessment.” After giving effect to the voting power of the common stock, the number of votes cast for and against, and the number of abstentions and broker non-votes with respect to, Proposal 5 are set forth below:

For			Against			Abstained			Broker Non-Votes
290,935,808			2,042,181,192			21,741,002			381,084,411

Proposal 6 – Stockholder Proposal Entitled “Political Spending Disclosure.”

The stockholders did not approve the stockholder proposal entitled “Political Spending Disclosure.” After giving effect to the voting power of the common stock, the number of votes cast for and against, and the number of abstentions and broker non-votes with respect to, Proposal 6 are set forth below:

For			Against			Abstained			Broker Non-Votes
608,889,045			1,717,284,070			28,684,887			381,084,411

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: June 9, 2026						Palantir Technologies Inc.
						By:			/s/ Alexander C. Karp
									Alexander C. Karp
									Chief Executive Officer

FAQ

What did Palantir (PLTR) shareholders decide at the 2026 annual meeting?

Shareholders elected all seven director nominees, ratified Ernst & Young as auditor for 2026, and approved executive compensation on an advisory basis. Three stockholder proposals on due diligence, human rights, and political spending disclosure did not receive sufficient support and were not approved.

How did Palantir (PLTR) shareholders vote on the board of directors?

All seven nominees were elected, including Alexander Karp with 3,221,448,690 votes for and 237,998,436 withheld. Other nominees such as Stephen Cohen, Peter Thiel, and Lauren Friedman Stat each received more votes for than withheld, with substantial broker non-votes recorded.

Did Palantir (PLTR) shareholders approve the company’s auditor for 2026?

Yes. Shareholders ratified Ernst & Young as Palantir’s independent registered public accounting firm for the year ending December 31, 2026, with 3,098,257,509 votes for, 15,840,752 against, 2,928,548 abstentions, and no broker non-votes reported on this proposal.

Was Palantir (PLTR) executive compensation approved at the 2026 meeting?

Yes. In an advisory vote on named executive officer compensation, shareholders cast 1,987,926,773 votes for, 357,136,775 against, and 9,794,454 abstentions, with 381,084,411 broker non-votes. This indicates stockholder approval of the company’s executive pay program on a non-binding basis.

What happened to Palantir (PLTR) stockholder ESG proposals in 2026?

Three stockholder proposals—on an independent due diligence report, a human rights impact assessment, and political spending disclosure—were not approved. For example, the due diligence proposal received 192,995,867 votes for and 2,137,396,027 against, with significant broker non-votes on each item.

How does Palantir’s (PLTR) voting structure affect shareholder votes?

Palantir uses multiple share classes. Class A stock has one vote per share, Class B stock has ten votes per share, and Class F stock carries higher, proposal-specific vote counts per share, such as approximately 1,259.505 votes on Proposal 1 as of the April 6, 2026 record date.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.7 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 21.1 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.2 KB