RingCentral (RNG) 2025 annual meeting: directors, KPMG auditor and pay all approved

Rhea-AI Filing Summary

RingCentral, Inc. reported the results of its 2025 annual meeting of stockholders held on December 31, 2025. Stockholders representing 165,294,396 votes, or approximately 94.66% of eligible votes, were present, establishing a strong quorum. All six nominees—Vladimir Shmunis, Prat Bhatt, Kenneth Goldman, Amy Guggenheim Shenkan, Robert Theis, and Mahmoud ElAssir—were elected to the Board for terms lasting until the 2026 annual meeting.

Stockholders also ratified the appointment of KPMG LLP as RingCentral’s independent registered public accounting firm for the fiscal year ending December 31, 2025, with 164,621,501 votes in favor. In addition, on an advisory basis, stockholders approved the company’s named executive officer compensation, with 112,265,279 votes for, 46,434,724 against, and 17,756 abstentions, while broker non-votes totaled 6,576,637.

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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

Date of Report (Date of earliest event reported): December 31, 2025

______________________

RINGCENTRAL, INC.

(Exact name of registrant as specified in its charter)

Delaware			001-36089			94-3322844
(State or other jurisdiction of incorporation)			(Commission File Number)			(IRS Employer Identification No.)

20 Davis Drive, Belmont, CA 94002

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (650) 472-4100

(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 (see General Instruction A.2. below):

☐    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

RNG

New York Stock Exchange

par value $0.0001

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 December 31, 2025, RingCentral, Inc. (the “Company”) held its 2025 annual meeting of stockholders virtually (the “Annual Meeting”).

Stockholders of record of the Company at the close of business on November 10, 2025 (the “Record Date”) were entitled to vote at the Annual Meeting.

Each share of Class A common stock was entitled to one vote on each proposal, each share of Class B common stock was entitled to ten votes on each proposal, and each share of Series A convertible preferred stock was, on an as-converted basis, entitled to one vote on each proposal. The Class A common stock, Class B common stock, and Series A convertible preferred stock voted as a single class on all matters.

Present at the Annual Meeting in person (including virtually) or by proxy were holders of 70,082,346 shares of Class A common stock, representing 70,082,346 votes of Class A common stock, and 9,521,205 shares of Class B common stock, representing 95,212,050 votes of Class B common stock, together representing a total of 165,294,396 votes, or approximately 94.66% of the eligible votes, and constituting a quorum.

The stockholders of the Company voted on the following items at the Annual Meeting:

1.To elect six (6) directors to the Company's Board of Directors (the “Board”) to serve until the 2026 annual meeting of stockholders and until their successors are duly elected and qualified;

2.To ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2025; and

3.To approve, on an advisory (non-binding) basis, the named executive officers’ compensation as disclosed in the proxy statement.

The voting results for each of these proposals are detailed below.

Proposal 1: The Company’s stockholders elected six directors to the Board to serve for a one year term until the 2026 annual meeting of stockholders. The votes for each director were as follows:

Nominee						For						Withheld						Broker Non-Votes
Vladimir Shmunis						152,048,738						6,669,021						6,576,637
Prat Bhatt						149,508,760						9,208,999						6,576,637
Kenneth Goldman						131,441,424						27,276,335						6,576,637
Amy Guggenheim Shenkan						144,185,283						14,532,476						6,576,637
Robert Theis						134,562,551						24,155,208						6,576,637
Mahmoud ElAssir						158,574,737						143,022						6,576,637

Proposal 2. The Company’s stockholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. The votes regarding the proposal were as follows:

For						Against						Abstain						Broker Non-Votes
164,621,501						630,022						42,873

Proposal 3. The Company’s stockholders voted, on an advisory basis, in favor of the named executive officers’ compensation as disclosed in the proxy statement. The votes regarding the proposal were as follows:

For						Against						Abstain						Broker Non-Votes
112,265,279						46,434,724						17,756						6,576,637

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.

Date: January 5, 2026

RINGCENTRAL, INC.
By:			/s/ Vaibhav Agarwal
Name:			Vaibhav Agarwal
Title:			Chief Financial Officer

FAQ

What did RingCentral (RNG) shareholders vote on at the 2025 annual meeting?

Shareholders voted on three main items: the election of six directors to serve until the 2026 annual meeting, ratification of KPMG LLP as independent auditor for the fiscal year ending December 31, 2025, and an advisory vote to approve named executive officer compensation as disclosed in the proxy statement.

Were RingCentral (RNG) directors re-elected at the 2025 annual meeting?

Yes. Six nominees—Vladimir Shmunis, Prat Bhatt, Kenneth Goldman, Amy Guggenheim Shenkan, Robert Theis, and Mahmoud ElAssir—were elected to RingCentral’s Board of Directors to serve until the 2026 annual meeting and until their successors are duly elected and qualified.

Did RingCentral (RNG) shareholders approve the company’s independent auditor for 2025?

Yes. Shareholders ratified the appointment of KPMG LLP as RingCentral’s independent registered public accounting firm for the fiscal year ending December 31, 2025, with 164,621,501 votes for, 630,022 against, and 42,873 abstentions.

How did RingCentral (RNG) shareholders vote on executive compensation in 2025?

On an advisory basis, shareholders voted in favor of named executive officer compensation, with 112,265,279 votes for, 46,434,724 against, and 17,756 abstentions. There were 6,576,637 broker non-votes on this proposal.

What level of shareholder participation did RingCentral (RNG) have at the 2025 annual meeting?

Holders of 70,082,346 shares of Class A common stock and 9,521,205 shares of Class B common stock were present in person or by proxy, representing a total of 165,294,396 votes, or approximately 94.66% of eligible votes, which constituted a quorum.

How are voting rights structured for RingCentral (RNG) shares?

Each share of Class A common stock is entitled to one vote, each share of Class B common stock is entitled to ten votes, and each share of Series A convertible preferred stock is entitled to one vote on an as-converted basis. All three classes voted together as a single class on all matters at the meeting.