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Rubrik (NYSE: RBRK) investors approve directors, KPMG and yearly say-on-pay

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

Rhea-AI Filing Summary

Rubrik, Inc. held its 2026 annual stockholder meeting on June 3, 2026. Stockholders elected three Class II directors — Asheem Chandna, Ravi Mhatre, and Arvind Nithrakashyap — to serve until the 2029 annual meeting, each receiving substantially more votes "for" than "withheld."

Stockholders also ratified KPMG LLP as Rubrik’s independent registered public accounting firm for the fiscal year ending January 31, 2027, with over 1.01 billion votes in favor. In addition, stockholders approved, on an advisory basis, holding future say‑on‑pay votes every one year, and the board has decided to follow this annual frequency.

Positive

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Negative

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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.
Votes for Asheem Chandna 963,427,829 votes Election as Class II director at 2026 annual meeting
Votes for Ravi Mhatre 931,385,414 votes Election as Class II director at 2026 annual meeting
Votes for Arvind Nithrakashyap 966,093,445 votes Election as Class II director at 2026 annual meeting
Auditor ratification for votes 1,013,250,788 votes Ratification of KPMG LLP as auditor for FY ending Jan 31, 2027
Say-on-pay 1-year frequency votes 970,083,338 votes Advisory vote on frequency of compensation votes
Broker non-votes on director election 44,493,277 votes Broker non-votes recorded for each Class II director proposal
Annual Meeting of Stockholders financial
"held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”)."
independent registered public accounting firm financial
"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.
broker non-vote financial
"Broker Non-Vote Asheem Chandna | 963,427,829 | 7,288,223 | 44,493,277"
advisory basis financial
"approved, on an advisory basis, every one year as the preferred frequency"
emerging growth company regulatory
"Emerging growth company Item 5.07 Submission of Matters"
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.
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Understanding 8-K Material Events →
0001943896FALSE00019438962026-06-032026-06-03

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
RUBRIK, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
001-42028
(Commission File Number)
46-4560494
(I.R.S. Employer Identification Number)
3495 Deer Creek Road, Palo Alto, California 94304
(Address of principal executive offices and zip code)
(844) 478-2745
(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:
☐
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 classTrading Symbol(s)Name of each exchange on which registered
Class A Common Stock, $0.000025 par valueRBRKNew 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 June 3, 2026, Rubrik, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders (1) elected each of the Company’s nominees for Class II director, (2) ratified the appointment by the Audit Committee of the Board of Directors of the Company (the “Audit Committee”) of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 31, 2027, and (3) approved, on an advisory basis, every one year as the preferred frequency of stockholder advisory votes on the compensation of the Company’s named executive officers. The final results with respect to each proposal are set forth below.
Proposal One – Election of Directors
The stockholders elected each of the three nominees named below as Class II directors to hold office until the 2029 annual meeting of stockholders and their successors are duly elected and qualified, or until their earlier death, resignation or removal. The results of such vote were:
NomineeForWithheldBroker Non-Vote
Asheem Chandna963,427,8297,288,22344,493,277
Ravi Mhatre931,385,41439,330,63844,493,277
Arvind Nithrakashyap966,093,4454,622,60744,493,277
Proposal Two – Ratification of Selection of Independent Registered Public Accounting Firm
The stockholders ratified the appointment by the Audit Committee of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 31, 2027. The results of such vote were:
ForAgainstAbstain
1,013,250,7881,449,686508,855
Proposal Three – Advisory Vote on the Frequency of Future Stockholder Advisory Votes on the Compensation of the Company’s Named Executive Officers
The stockholders approved, on an advisory basis, every one year as the preferred frequency of stockholder advisory votes on the compensation of the Company’s named executive officers. The results of such vote were:
1 Year2 Years3 YearsAbstainBroker Non-Vote
970,083,338130,905290,742211,06744,493,277
Based on these results and consistent with the Company’s recommendation, the Company’s board of directors has determined that the Company will conduct future stockholder advisory votes on the compensation program for its named executive officers every one year.



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 5, 2026
Rubrik, Inc.
By:/s/ Kiran Choudary
Name:Kiran Choudary
Title:Chief Financial Officer






Source: View Original Filing on SEC EDGAR

FAQ

What did Rubrik (RBRK) stockholders approve at the 2026 annual meeting?

Rubrik stockholders elected three Class II directors, ratified KPMG LLP as independent auditor for the year ending January 31, 2027, and supported holding advisory executive compensation votes every year. These items confirm board composition, auditor selection, and the preferred say-on-pay frequency.

Who was elected to Rubrik (RBRK) class II director positions in 2026?

Stockholders elected Asheem Chandna, Ravi Mhatre, and Arvind Nithrakashyap as Class II directors to serve until the 2029 annual meeting. Each nominee received strong majority support in the “for” column, with additional broker non-votes recorded that did not count as opposition.

How did Rubrik (RBRK) stockholders vote on the KPMG auditor ratification?

Rubrik stockholders ratified KPMG LLP as independent registered public accounting firm with 1,013,250,788 votes for, 1,449,686 against, and 508,855 abstentions. This approval authorizes KPMG to audit Rubrik’s financial statements for the fiscal year ending January 31, 2027.

What frequency of say-on-pay votes did Rubrik (RBRK) investors prefer?

Investors supported holding say-on-pay votes every one year, with 970,083,338 votes for one year, compared with much smaller support for two- or three-year options. Based on this advisory result and its recommendation, Rubrik’s board chose an annual advisory vote on executive compensation.

Did Rubrik (RBRK) follow stockholder preferences on future compensation votes?

Yes. After stockholders indicated a preference for an annual advisory vote on executive compensation, Rubrik’s board determined that future stockholder advisory votes on the compensation program for named executive officers will be held every one year, aligning board practice with the advisory outcome.

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