Purple Innovation (NASDAQ: PRPL) holders approve directors, compensation and auditor

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Purple Innovation, Inc. reported the results of its annual shareholder meeting held on June 9, 2026. Stockholders elected eight directors, including S. Hoby Darling, Robert DeMartini, Gary DiCamillo, Neil Fiske, Adam Gray, Claudia Hollingsworth, D. Scott Peterson, and Erika Serow, with strong majorities of votes cast.

Shareholders also approved the company’s executive compensation in an advisory vote and ratified BDO USA, LLP as the independent registered public accounting firm, with 87,996,036 votes in favor. These outcomes indicate overall support for the current board, leadership, and audit arrangements.

8-K Event Classification

2 items: 5.07, 9.01

2 items

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.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Say-on-pay For votes: 67,100,522 votes Say-on-pay Against votes: 8,819,204 votes Say-on-pay broker non-votes: 17,386,406 votes +5 more

8 metrics

Say-on-pay For votes 67,100,522 votes Approval of executive compensation

Say-on-pay Against votes 8,819,204 votes Approval of executive compensation

Say-on-pay broker non-votes 17,386,406 votes Approval of executive compensation

Auditor ratification For votes 87,996,036 votes Ratification of BDO USA, LLP

Auditor ratification Against votes 3,800,376 votes Ratification of BDO USA, LLP

Votes for S. Hoby Darling 73,283,787 votes Election of director

Votes for Erika Serow 70,046,003 votes Election of director

Votes for Adam Gray 66,755,869 votes Election of director

Key Terms

Broker Non-Votes, Approval of Executive Compensation, Ratification of BDO USA, LLP, Annual Meeting

4 terms

Broker Non-Votes financial

"Broker Non-Votes | -------------------------------------------------------------------------------- S. Hoby Darling"

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.

Approval of Executive Compensation financial

"Approval of Executive Compensation | | | 67,100,522 | | | | 8,819,204"

Ratification of BDO USA, LLP financial

"Ratification of BDO USA, LLP | | | 87,996,036 | | | | 3,800,376"

Annual Meeting financial

"approved by the Company’s stockholders at the Annual Meeting"

A company's annual meeting is a yearly gathering where owners (shareholders) and the board review performance, ask questions, and vote on key matters like electing directors, approving auditor choices, and sometimes setting pay or dividend policies. For investors it matters because decisions made and votes cast can change who runs the company, influence strategy and payouts, and affect the value or direction of their investment—similar to a homeowners’ meeting where rules and leaders that shape your property’s value are decided.

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Understanding 8-K Material Events →

06/10/2026 - 04:01 PM

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 9, 2026

Purple Innovation, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware		001-37523		47-4078206
(State of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

4100 North Chapel Ridge Rd., Suite 200
Lehi, Utah		84043
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (801) 756-2600

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communication 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-commencements 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		PRPL		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 9, 2026, the following proposals were approved by the Company’s stockholders at the Annual Meeting:

●

Election of eight directors to serve until their successors are duly elected and qualified at the next annual meeting of stockholders or until their earlier death, resignation or removal;

●

Approval, on an advisory basis, of the compensation of the Company’s named executive officers as set forth in the Proxy Statement; and

●

Ratification of the selection of BDO USA, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

The voting results for the Election of Directors were as follows:	For		Against		Abstain		Broker Non-Votes
S. Hoby Darling		73,283,787		2,578,543		60,441		17,386,406
Robert DeMartini		73,519,158		2,396,450		7,165		17,386,404
Gary DiCamillo		73,515,860		2,397,406		9,507		17,386,404
Neil Fiske		73,312,740		2,600,507		9,524		17,386,406
Adam Gray		66,755,869		9,113,844		53,060		17,386,404
Claudia Hollingsworth		73,438,349		2,423,981		60,441		17,386,406
D. Scott Peterson		73,238,218		2,623,726		60,827		17,386,406
Erika Serow		70,046,003		5,814,991		61,776		17,386,407

		For				Against				Abstain				Broker Non-Votes
Approval of Executive Compensation			67,100,522				8,819,204				3,045				17,386,406

		For				Against				Abstain				Broker Non-Votes
Ratification of BDO USA, LLP			87,996,036				3,800,376				1,512,763				2

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

The following exhibit is filed herewith:

Exhibit No.		Description
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

Dated: June 10, 2026	PURPLE INNOVATION, INC.

	By:	/s/ Bob Lucian
		Bob Lucian
		Chief Financial Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did Purple Innovation (PRPL) shareholders decide at the 2026 annual meeting?

Purple Innovation shareholders elected all nominated directors, approved executive compensation, and ratified BDO USA, LLP as auditor. The voting results show broad support for the company’s board, pay practices, and independent audit firm at the June 9, 2026 annual meeting.

Which directors were elected at Purple Innovation’s 2026 shareholder meeting?

Shareholders elected eight directors: S. Hoby Darling, Robert DeMartini, Gary DiCamillo, Neil Fiske, Adam Gray, Claudia Hollingsworth, D. Scott Peterson, and Erika Serow. Each nominee received more votes “For” than “Against,” with additional broker non-votes recorded on each election item.

How did Purple Innovation (PRPL) shareholders vote on executive compensation?

Shareholders approved Purple Innovation’s executive compensation on an advisory basis, with 67,100,522 votes “For,” 8,819,204 “Against,” and 3,045 abstentions. There were 17,386,406 broker non-votes, indicating sufficient but not unanimous support for the company’s current compensation program.

Which auditor did Purple Innovation shareholders ratify for 2026?

Purple Innovation shareholders ratified BDO USA, LLP as the company’s independent registered public accounting firm. The vote totaled 87,996,036 “For,” 3,800,376 “Against,” and 1,512,763 abstentions, with 2 broker non-votes, confirming continued use of BDO USA, LLP as auditor.

Did any Purple Innovation director nominees face significant opposition in the 2026 vote?

All director nominees were elected with more votes “For” than “Against,” though support levels varied. For example, Adam Gray received 66,755,869 votes “For” and 9,113,844 “Against,” while others had narrower opposition, plus broker non-votes on each director election item.

How many broker non-votes were recorded on Purple Innovation’s say-on-pay proposal?

The advisory vote on executive compensation recorded 17,386,406 broker non-votes. Broker non-votes occur when brokers do not receive voting instructions on non-routine matters, which can affect the percentage of total outstanding shares counted but not the votes cast outcome.

Filing Exhibits & Attachments

3 documents