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Rivian (NASDAQ: RIVN) investors approve directors, KPMG and 2025 pay

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

Rhea-AI Filing Summary

Rivian Automotive, Inc. reported the results of its June 22, 2026 annual meeting of stockholders. Holders of Class A and Class B shares voted together as a single class, with approximately 78.39% of the combined voting power represented at the meeting.

Stockholders elected Karen Boone and Aidan Gomez as Class II directors to serve until the 2029 annual meeting. They also ratified the appointment of KPMG LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026.

In addition, stockholders approved, on an advisory (non-binding) basis, the 2025 compensation of Rivian’s named executive officers, indicating support for the company’s executive pay program as presented in the 2026 proxy statement.

Positive

  • None.

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.
Voting power represented 78.39% combined voting power Annual meeting participation as of April 23, 2026 record date
Shares represented Class A 976,546,842 shares Class A common stock present or by proxy at meeting
Shares represented Class B 3,912,500 shares Class B common stock present or by proxy at meeting
Votes for KPMG ratification 999,469,299 votes FOR Auditor ratification for fiscal year ending December 31, 2026
Say-on-pay support 508,489,685 votes FOR Advisory approval of 2025 named executive officer compensation
Director votes for Boone 618,888,357 votes FOR Election of Karen Boone as Class II director
Director votes for Gomez 702,024,906 votes FOR Election of Aidan Gomez as Class II director
broker non-votes financial
"Nominee | Votes FOR | Votes WITHHELD | 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
"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.
advisory (non-binding) basis financial
"Approval, on an advisory (non-binding) basis, of the compensation"
record date financial
"as of the close of business on April 23, 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.
combined voting power financial
"representing approximately 78.39% of the combined voting power"
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Understanding 8-K Material Events →
0001874178FALSERivian Automotive, Inc. / DE00018741782026-06-222026-06-22




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

June 22, 2026
Date of Report (date of earliest event reported)
___________________________________
Rivian Automotive, Inc.
(Exact name of registrant as specified in its charter)
___________________________________
Delaware
(State or other jurisdiction of incorporation)
001-41042
(Commission File Number)
47-3544981
(IRS Employer Identification Number)
14600 Myford Road
Irvine, California 92606
(Address of principal executive offices) (Zip code)
(888) 748-4261
(Registrant's telephone number, including area code)
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
Name of each exchange on which registered
Class A common stock, $0.001 par value per share
RIVN
The Nasdaq Stock Market

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 22, 2026, Rivian Automotive, Inc. (the "Company") held its Annual Meeting of Stockholders. Holders of the Company's Class A common stock were entitled to one vote per share held as of the close of business on April 23, 2026 (the "Record Date") and holders of the Company's Class B common stock were entitled to ten votes per share held as of the Record Date, and the holders voted together as a single class on each of the proposals set forth below. A total of 976,546,842 shares of the Company's Class A common stock and 3,912,500 shares of the Company's Class B common stock were presented in person or represented by proxy at the meeting, representing approximately 78.39% of the combined voting power of the Company's Class A and Class B common stock as of the Record Date. The following are the voting results for the proposals considered and voted upon at the meeting, each of which were described in the Company's Definitive Proxy Statement filed with the Securities and Exchange Commission on April 27, 2026.
Item 1 — Election of two Class II directors to serve until the 2029 annual meeting of stockholders and until their respective successors shall have been duly elected and qualified.
Nominee
Votes FOR
Votes WITHHELD
Broker Non-Votes
Karen Boone
618,888,357
141,045,594
255,737,891
Aidan Gomez
702,024,906
57,909,045
255,737,891

Item 2 — Ratification of the appointment of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026.
Votes FOR
Votes AGAINST
Votes ABSTAINED
Broker Non-Votes
999,469,299
10,599,213
5,603,330
0

Item 3 — Approval, on an advisory (non-binding) basis, of the compensation of the Company's named executive officers in 2025.
Votes FOR
Votes AGAINST
Votes ABSTAINED
Broker Non-Votes
508,489,685
250,097,567
1,346,699
255,737,891

Based on the foregoing votes, Karen Boone and Aidan Gomez were elected, and Items 2 and 3 were approved.


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.

RIVIAN AUTOMOTIVE, INC.
 
 
Date: June 26, 2026
By:
/s/ Claire McDonough
Name:
Claire McDonough
Title:
Chief Financial Officer
 
 

Source: View Original Filing on SEC EDGAR

FAQ

What did Rivian (RIVN) stockholders vote on at the June 22, 2026 annual meeting?

Rivian stockholders voted on electing two Class II directors, ratifying KPMG LLP as independent auditor for 2026, and approving 2025 executive compensation on an advisory basis. All three management proposals received sufficient support to pass.

Were Rivian (RIVN) director nominees elected at the 2026 annual meeting?

Yes. Karen Boone and Aidan Gomez were elected as Class II directors to serve until the 2029 annual meeting and until their successors are elected and qualified. Each received substantially more votes FOR than WITHHELD, with significant broker non-votes recorded.

Did Rivian (RIVN) stockholders ratify KPMG as the 2026 independent auditor?

Yes. Stockholders ratified KPMG LLP as Rivian’s independent registered public accounting firm for the fiscal year ending December 31, 2026, with 999,469,299 votes FOR, 10,599,213 AGAINST, and 5,603,330 ABSTAINING, and no broker non-votes reported on this proposal.

How did Rivian (RIVN) investors vote on 2025 executive compensation (say-on-pay)?

Rivian investors approved 2025 named executive officer compensation on an advisory basis, with 508,489,685 votes FOR, 250,097,567 AGAINST, and 1,346,699 ABSTAINING, plus 255,737,891 broker non-votes. This indicates majority support for the executive pay program disclosed for 2025.

What was Rivian (RIVN) shareholder participation at the 2026 annual meeting?

A total of 976,546,842 Class A shares and 3,912,500 Class B shares were represented in person or by proxy, reflecting approximately 78.39% of the combined voting power outstanding as of the April 23, 2026 record date for the annual meeting.

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