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SentinelOne (NYSE: S) reports 2026 shareholder vote results on directors, pay and auditor

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(Moderate)
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Form Type
8-K

Rhea-AI Filing Summary

SentinelOne, Inc. reported voting results from its 2026 Annual Meeting of Stockholders held virtually on June 25, 2026. A total of 383,549,044 shares of Class A and Class B common stock were present, representing 383,549,044 votes and 83.16% of the combined voting power, establishing a quorum.

Stockholders elected Class II directors Ana G. Pinczuk and Mark J. Barrenechea to serve until the 2029 annual meeting, with Pinczuk receiving 296,209,529 votes for and Barrenechea 310,494,361 votes for. Stockholders also ratified the appointment of Deloitte & Touche LLP as independent registered public accounting firm for the fiscal year ending January 31, 2027, with 372,026,383 votes for.

In an advisory vote, stockholders approved the compensation of SentinelOne’s named executive officers, with 230,329,862 votes for, 84,545,129 against, and 860,704 abstentions, along with 67,813,349 broker non-votes.

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.
Shares present at meeting 383,549,044 shares Shares present or represented by proxy at 2026 annual meeting
Voting power represented 83.16% Combined voting power of Class A and Class B shares at meeting
Votes for Pinczuk 296,209,529 votes Election of Class II director Ana G. Pinczuk
Votes for Barrenechea 310,494,361 votes Election of Class II director Mark J. Barrenechea
Votes for auditor ratification 372,026,383 votes Ratification of Deloitte & Touche LLP for FY ending Jan 31, 2027
Votes for executive pay 230,329,862 votes Advisory approval of named executive officer compensation
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
"To ratify the appointment of Deloitte & Touche LLP as the 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.
non-binding advisory basis financial
"To approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers"
A non-binding advisory basis is guidance or a recommendation offered for informational purposes that does not create legal obligations or guarantees; recipients can accept, modify, or ignore it without contractual consequences. Investors should treat it like a weather forecast for planning—useful for forming expectations and assessing risk, but not a firm promise—so they should verify assumptions, seek confirming information, and avoid relying on it as the sole basis for investment decisions.
combined voting power financial
"which represented 383,549,044 votes, or 83.16% of the combined voting power of all issued and outstanding shares"
quorum financial
"which constituted a quorum for the transaction of business"
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.
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Understanding 8-K Material Events →
0001583708FALSE00015837082026-06-252026-06-25

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 25, 2026
SENTINELONE, INC.
(Exact name of registrant as specified in its charter)
_____________________________________________________________________________________________
Delaware
001-40531
99-0385461
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
444 Castro Street, Suite 400
Mountain View, CA
94041
(Address of principal executive officers)

(Zip Code)
Registrant’s telephone number, including area code: (855) 868-3733
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 (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, par value $0.0001
S
New 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.

The Company held its 2026 Annual Meeting of Stockholders virtually (the “Annual Meeting”) on June 25, 2026. At the start of the Annual Meeting, there were 383,549,044 shares of Class A common stock and Class B common stock present at the meeting virtually or by proxy, which represented 383,549,044 votes, or 83.16% of the combined voting power of all issued and outstanding shares of Class A common stock and Class B common stock entitled to vote at the Annual Meeting, which constituted a quorum for the transaction of business. In deciding the proposals at the Annual Meeting, the holders of the Company’s Class A common stock were entitled to one vote for each share held as of the close of business on April 30, 2026 (the “Record Date”) and the holders of the Company’s Class B common stock were entitled to twenty votes for each share held as of the close of business on the Record Date.
At the Annual Meeting, the Company’s stockholders voted on the following proposals, each of which is described in more detail in the Company’s Definitive Proxy Statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on May 13, 2026 (the “Proxy Statement”). The final results of each proposal are indicated below.
Proposal 1: Election of Class II Director Nominees.
To elect the nominees below:
Nominee
Votes For
Votes Withheld
Broker Non-Votes
Ana G. Pinczuk
296,209,529
19,526,166
67,813,349
Mark J. Barrenechea
310,494,361
5,241,334
67,813,349
Based on the votes set forth above, the nominees were elected to serve as Class II directors until the Company’s 2029 annual meeting of stockholders and until such director’s respective successor is duly elected and qualified, or, if sooner, until the director’s death, resignation, or removal.

Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm.
To ratify the appointment of Deloitte & Touche LLP (“Deloitte”) as the independent registered public accounting firm for the Company for the fiscal year ending January 31, 2027:
Votes For
Votes Against
Abstentions
372,026,383
11,196,822
325,839
Based on the votes set forth above, the stockholders ratified the appointment of Deloitte as the Company’s independent registered public accounting firm for the fiscal year ending January 31, 2027. There were no broker non-votes on this proposal.

Proposal 3: Advisory Vote on the Compensation of the Company’s Named Executive Officers.
To approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers:
Votes For
Votes Against
Abstentions
Broker Non-Votes
230,329,862
84,545,129
860,704
67,813,349
Based on the votes set forth above, the stockholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers as disclosed in the Proxy Statement.




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.



SENTINELONE, INC.
Date: June 25, 2026
By:
/s/ Sonalee Parekh
Sonalee Parekh
Chief Financial Officer


Source: View Original Filing on SEC EDGAR

FAQ

What was the quorum at SentinelOne (S) 2026 annual meeting?

SentinelOne reached a valid quorum with 383,549,044 shares present. This represented 383,549,044 votes and 83.16% of the combined voting power entitled to vote at the 2026 Annual Meeting.

Which directors were elected at SentinelOne (S) 2026 annual meeting?

Stockholders elected Ana G. Pinczuk and Mark J. Barrenechea as Class II directors. They will serve until the 2029 annual meeting or until a successor is duly elected and qualified or earlier departure.

How did SentinelOne (S) stockholders vote on auditor ratification?

Stockholders ratified Deloitte & Touche LLP as independent registered public accounting firm for the fiscal year ending January 31, 2027, with 372,026,383 votes for, 11,196,822 against, and 325,839 abstentions.

Did SentinelOne (S) stockholders approve executive compensation in 2026?

Yes, stockholders approved the compensation of SentinelOne’s named executive officers on a non-binding advisory basis, with 230,329,862 votes for, 84,545,129 against, 860,704 abstentions, and 67,813,349 broker non-votes recorded.

How many votes did SentinelOne (S) director nominee Ana G. Pinczuk receive?

Ana G. Pinczuk received 296,209,529 votes for and 19,526,166 votes withheld, with 67,813,349 broker non-votes. This vote secured her election as a Class II director through the 2029 annual meeting.

How many votes did SentinelOne (S) director nominee Mark J. Barrenechea receive?

Mark J. Barrenechea received 310,494,361 votes for and 5,241,334 votes withheld, along with 67,813,349 broker non-votes. These results confirmed his election as a Class II director until the 2029 annual meeting.

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