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  4. [8-K] Rackspace Technology, Inc. Reports Material Event

Rackspace (RXT) holders back directors, auditor, pay and 2020 equity plan

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

Rhea-AI Filing Summary

Rackspace Technology, Inc. reported the voting results from its June 18, 2026 annual stockholder meeting. Of 249,222,499 common shares outstanding as of the record date, 204,090,027 shares, or 81.89%, were represented in person or by proxy, establishing a quorum.

Stockholders elected Class III directors Gajen Kandiah and Michael Weston, each receiving over 146.8 million votes in favor. They also ratified KPMG LLP as independent auditor for the year ending December 31, 2026, with approximately 203.0 million votes for and relatively few votes against or abstentions.

On an advisory basis, stockholders approved the compensation of the named executive officers, with about 145.8 million votes for and 2.2 million against. Stockholders also approved an amendment to the 2020 Equity Incentive Plan to increase the number of shares authorized under the plan, with approximately 136.5 million votes for and 11.5 million against.

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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.
Shares outstanding 249,222,499 shares Common stock outstanding as of April 21, 2026 record date
Shares represented 204,090,027 shares Shares present or by proxy at June 18, 2026 annual meeting (81.89%)
Votes for Gajen Kandiah 146,814,807 votes Election as Class III director, Proposal 1a
Votes for Michael Weston 146,868,686 votes Election as Class III director, Proposal 1b
Votes for KPMG ratification 202,999,489 votes Ratification of KPMG LLP as auditor for year ending December 31, 2026
Say-on-pay support 145,815,357 votes Advisory approval of named executive officer compensation
Equity plan amendment support 136,479,067 votes Approval to increase shares under 2020 Equity Incentive Plan
broker non-votes financial
"Votes For | Votes Against | Abstentions | Broker Non-Votes 145,815,357 | 2,184,886 | 83,340 | 56,006,444"
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
"To ratify 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.
advisory vote financial
"To conduct an advisory vote to approve the compensation of the Company’s named executive officers, as further described in the Proxy Statement"
An advisory vote is a shareholder poll that expresses investors’ approval or concern about a company’s policy, executive pay, board decisions or other governance matters but does not legally force the company to act. Think of it like a customer survey: it signals investor sentiment and can pressure management to change course, so investors watch the result as a guide to future governance, risk and potential shifts in strategy.
say-on-pay financial
"as further described in the Proxy Statement (a "say-on-pay" vote)."
A say-on-pay is a shareholder vote that gives investors a chance to approve or disapprove a company’s executive compensation packages, typically held at annual meetings. It matters because the vote signals investor satisfaction with how leaders are paid—like customers rating how well managers are rewarded—and can push boards to change pay plans, reducing governance risk and affecting investor confidence and stock value even though the vote is usually advisory rather than legally binding.
2020 Equity Incentive Plan financial
"To approve an amendment to the Company’s 2020 Equity Incentive Plan (the "2020 Incentive Plan") to increase the number of shares"
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Understanding 8-K Material Events →
0001810019FALSE00018100192026-06-182026-06-18

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 18, 2026

RACKSPACE TECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)
Delaware
001-39420
81-3369925
(State of Incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)

19122 US Highway 281N, Suite 127
San Antonio, Texas 78258
(Address of principal executive offices, including zip code)

1-800-961-4454
(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 classTrading Symbol(s)
Name of each exchange on which registered
Common stock, par value $0.01 per shareRXTThe 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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 18, 2026, Rackspace Technology, Inc. (the "Company") held its annual meeting of stockholders (the "2026 Annual Meeting"). The close of business on April 21, 2026 was previously established as the record date for the determination of stockholders entitled to notice of and to vote at the 2026 Annual Meeting (the "Record Date"). As of the Record Date, there were 249,222,499 shares of common stock of the Company outstanding (the "Shares"), with each Share being entitled to one vote. The holders of a total of 204,090,027 Shares, representing 81.89% of the total Shares outstanding, were present in person or by proxy at the 2026 Annual Meeting, constituting a quorum.

The final voting results for each of the proposals submitted to a vote of stockholders during the 2026 Annual Meeting are set forth below. A more complete description of each proposal is set forth in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 30, 2026 (the "Proxy Statement").

Proposal 1. To elect Gajen Kandiah and Michael Weston to the Board of Directors of the Company as Class III Directors, in each case, for a term of three years expiring at the annual meeting of stockholders to be held in 2029.

The Company’s stockholders duly elected Gajen Kandiah and Michael Weston, by at least a plurality of the votes cast, to serve as Class III Directors until the 2029 annual meeting of stockholders and until a successor is elected and qualified, subject, however, to such director's earlier death, resignation, retirement, removal or disqualification. The results of the voting were as follows:

ProposalNomineeVotes ForVotes WithheldBroker Non-Votes
1aGajen Kandiah146,814,8071,268,77656,006,444
1bMichael Weston146,868,6861,214,89756,006,444

Proposal 2. To ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

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, 2026. The results of the voting were as follows:

Votes ForVotes AgainstAbstentions
202,999,489558,042532,496

Proposal 3. To conduct an advisory vote to approve the compensation of the Company’s named executive officers, as further described in the Proxy Statement (a "say-on-pay" vote).

The Company’s stockholders approved, on a non-binding, advisory basis, the executive compensation of the Company’s named executive officers. The results of the voting were as follows:

Votes ForVotes AgainstAbstentionsBroker Non-Votes
145,815,3572,184,88683,34056,006,444

Proposal 4. To approve an amendment to the Company’s 2020 Equity Incentive Plan (the "2020 Incentive Plan") to increase the number of shares of the Company’s Common Stock authorized to be issued under the plan.

The Company’s stockholders voted to approve the amendment to the 2020 Incentive Plan. The results of the voting were as follows:

Votes ForVotes AgainstAbstentionsBroker Non-Votes
136,479,06711,505,55998,95756,006,444

-2-

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 thereunto duly authorized.

RACKSPACE TECHNOLOGY, INC.
Date:June 18, 2026By:/s/ Sarah Alexander
Sarah Alexander
Vice President, Deputy General Counsel and Assistant Secretary
-3-

Source: View Original Filing on SEC EDGAR

FAQ

What was the quorum at Rackspace (RXT)'s 2026 annual meeting?

Rackspace achieved a strong quorum, with 204,090,027 shares represented, or 81.89% of the 249,222,499 shares outstanding. This level of participation ensured all proposals could be validly voted on under the company’s governance requirements.

Which directors were elected at Rackspace (RXT)'s 2026 annual meeting?

Stockholders elected Gajen Kandiah and Michael Weston as Class III directors for terms expiring at the 2029 annual meeting. Each received more than 146.8 million votes for and will continue to serve subject to standard director tenure conditions.

Did Rackspace (RXT) stockholders ratify KPMG as auditor for 2026?

Yes, stockholders ratified KPMG LLP as Rackspace’s independent registered public accounting firm for the year ending December 31, 2026, with 202,999,489 votes for, 558,042 against, and 532,496 abstentions, indicating broad support for the auditor appointment.

How did Rackspace (RXT) stockholders vote on say-on-pay in 2026?

Rackspace stockholders approved, on an advisory basis, the executive compensation of the company’s named executive officers, with 145,815,357 votes for, 2,184,886 against, 83,340 abstentions, and 56,006,444 broker non-votes recorded on the proposal.

What happened with Rackspace (RXT)'s 2020 Equity Incentive Plan amendment?

Stockholders approved an amendment to the 2020 Equity Incentive Plan to increase the number of shares authorized under the plan. The vote totaled 136,479,067 for, 11,505,559 against, 98,957 abstentions, and 56,006,444 broker non-votes on this equity plan proposal.

How many Rackspace (RXT) shares were outstanding on the 2026 record date?

As of the April 21, 2026 record date, Rackspace had 249,222,499 shares of common stock outstanding, each entitled to one vote at the June 18, 2026 annual meeting. This share count determined voting eligibility for all meeting proposals.

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