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Rimini Street (NASDAQ: RMNI) reveals 2026 director, pay and auditor votes

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

Rhea-AI Filing Summary

Rimini Street, Inc. reported the results of its 2026 Annual Meeting of Stockholders held virtually on June 3, 2026. A total of 92,556,379 shares of common stock were outstanding and entitled to vote as of April 15, 2026, and 82,124,591 shares were represented at the meeting, equal to 88.73% of the voting power, establishing a quorum.

Stockholders elected three Class III directors—Seth A. Ravin, Steven Capelli and Jay Snyder—to serve until the 2029 annual meeting. Stockholders also approved, on a non-binding advisory basis, the compensation of the named executive officers. Finally, they ratified the appointment of KPMG LLP as the company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

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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.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Shares outstanding entitled to vote 92,556,379 shares Common stock as of April 15, 2026 record date
Shares represented at meeting 82,124,591 shares Approximately 88.73% of voting power present
Say-on-Pay votes for 58,922,771 shares Non-binding advisory executive compensation vote
Say-on-Pay votes against 3,999,631 shares Non-binding advisory executive compensation vote
Auditor ratification votes for 82,071,095 shares Ratification of KPMG LLP for fiscal year ending December 31, 2026
Seth A. Ravin votes for 63,184,115 shares Election as Class III director until 2029 annual meeting
Steven Capelli votes for 54,716,977 shares Election as Class III director until 2029 annual meeting
Jay Snyder votes for 55,340,702 shares Election as Class III director until 2029 annual meeting
broker non-votes financial
"Nominee | For | 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.
Say-on-Pay Vote financial
"Non-binding, advisory vote on the compensation of the Company’s Named Executive Officers (Say-on-Pay Vote)"
A say-on-pay vote is a shareholder advisory vote on a company’s executive compensation package, usually held at the annual meeting to approve or voice disapproval of how top managers are paid. Think of it as a feedback button for owners: while the vote is often nonbinding, a strong negative outcome warns of governance problems, can force pay-policy changes, damage board credibility and ultimately influence long-term shareholder returns.
independent registered public accounting firm financial
"Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026"
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.
quorum financial
"82,124,591 shares of Common Stock represented ... constituting a quorum."
A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.
Annual Meeting of Stockholders financial
"held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”) virtually via live audio webcast"
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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
June 4, 2026 (June 3, 2026)
Date of Report (date of earliest event reported)

Rimini Street, Inc.
(Exact name of registrant as specified in its charter)
 
Delaware001-3739736-4880301
(State or other jurisdiction of
incorporation or organization)
(Commission File Number)
(I.R.S. Employer
Identification Number)
 
1700 S. Pavilion Center Drive, Suite 330
Las Vegas, NV 89135
(Address of principal executive offices) (Zip Code)
 
(702) 839-9671
(Registrant’s telephone number, including area code)
 

(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:
Common Stock, par value $0.0001 per shareRMNIThe Nasdaq Global 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 3, 2026, Rimini Street, Inc., a Delaware Corporation (the “Company”), held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”) virtually via live audio webcast. A total of 92,556,379 shares of common stock, par value $0.0001 per share (“Common Stock”), were issued and outstanding and entitled to vote as of April 15, 2026, the record date for the Annual Meeting. There were 82,124,591 shares of Common Stock represented in person or by proxy at the Annual Meeting (representing approximately 88.73% of the voting power of the Company’s outstanding capital stock), constituting a quorum.
The Company’s stockholders were asked to vote on three proposals. Set forth below are the matters acted upon by the stockholders at the Annual Meeting, as further described in the Company’s 2026 Notice of Annual Meeting of Stockholders and Proxy Statement, as filed with the United States Securities and Exchange Commission on April 30, 2026 (the “2026 Proxy Statement”), and the final voting results for each such proposal:
Proposal 1: Election of three Class III director nominees to the Board of Directors of the Company, each to hold office until the 2029 annual meeting of stockholders and until his successor is elected and qualified:
NomineeForWithheldBroker Non-Votes
Seth A Ravin63,184,115936,59718,003,879
Steven Capelli54,716,9779,403,73518,003,879
Jay Snyder55,340,7028,780,01018,003,879
Proposal 2: Non-binding, advisory vote on the compensation of the Company’s Named Executive Officers, as further described in the 2026 Proxy Statement (Say-on-Pay Vote):
ForAgainstAbstainBroker Non-Votes
58,922,7713,999,6311,198,31018,003,879
Proposal 3: Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026:
ForAgainstAbstainBroker Non-Votes
82,071,09528,48925,007–

ITEM 9.01FINANCIAL STATEMENTS AND EXHIBITS
 
(d)    Exhibits.

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



1

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.

 
 RIMINI STREET, INC.
   
   
Dated: June 4, 2026
By:/s/ Seth A. Ravin
  Name:  Seth A. Ravin
  Title:  President, Chief Executive Officer and Chairman of the Board

2

Source: View Original Filing on SEC EDGAR

FAQ

What was the quorum at Rimini Street (RMNI)'s 2026 annual meeting?

Rimini Street reached a strong quorum, with 82,124,591 shares represented out of 92,556,379 entitled to vote. This equaled approximately 88.73% of the company’s voting power as of the April 15, 2026 record date.

Which directors were elected at Rimini Street (RMNI)'s 2026 annual meeting?

Stockholders elected three Class III directors: Seth A. Ravin, Steven Capelli and Jay Snyder. Each director will serve until the 2029 annual meeting of stockholders and until a successor is elected and qualified, according to the disclosed results.

How did Rimini Street (RMNI) stockholders vote on executive compensation in 2026?

Stockholders approved the non-binding Say-on-Pay proposal, with 58,922,771 votes for, 3,999,631 against and 1,198,310 abstentions. There were also 18,003,879 broker non-votes. This advisory vote supports the compensation of the company’s named executive officers.

Which auditor did Rimini Street (RMNI) stockholders ratify for fiscal 2026?

Stockholders ratified KPMG LLP as Rimini Street’s independent registered public accounting firm for the year ending December 31, 2026. The vote totaled 82,071,095 shares for, 28,489 against and 25,007 abstentions, with no broker non-votes reported on this item.

How many Rimini Street (RMNI) shares were entitled to vote at the 2026 meeting?

As of the April 15, 2026 record date, 92,556,379 shares of Rimini Street common stock were issued, outstanding and entitled to vote. This share count determined eligible voting power for all proposals at the 2026 Annual Meeting of Stockholders.

Was Rimini Street (RMNI)'s 2026 Say-on-Pay vote binding on the company?

The Say-on-Pay proposal was explicitly described as a non-binding, advisory vote. While stockholders supported the named executive officers’ compensation, the board is not legally required to follow this vote but typically considers it in future compensation decisions.

Filing Exhibits & Attachments

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