SailPoint (SAIL) investors approve board slate, EY audit and annual say-on-pay

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

SailPoint, Inc. held its 2026 Annual Meeting of Stockholders, where investors elected three Class I directors for terms expiring in 2029. William Bock, Sacha May, and Mark McClain each received over 507 million votes in favor, with broker non-votes of 23,697,705 on each director proposal.

Stockholders also ratified Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending January 31, 2027. In addition, they approved the company’s named executive officer compensation on an advisory basis and supported holding future say-on-pay votes every year, a frequency the Board has adopted.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

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.

Key Figures

Shares entitled to vote: 567,223,431 shares Votes for William Bock: 507,509,417 votes Votes for Sacha May: 509,286,722 votes +4 more

7 metrics

Shares entitled to vote 567,223,431 shares Common stock outstanding as of April 6, 2026 record date

Votes for William Bock 507,509,417 votes Election as Class I director, term expiring 2029

Votes for Sacha May 509,286,722 votes Election as Class I director, term expiring 2029

Votes for Mark McClain 510,042,793 votes Election as Class I director, term expiring 2029

Auditor ratification support 548,703,054 votes for Ratification of Ernst & Young LLP for FY ending Jan. 31, 2027

Say-on-pay support 511,952,321 votes for Advisory approval of named executive officer compensation

Annual frequency votes 524,452,636 votes for 1 year Advisory vote on frequency of future executive compensation votes

Key Terms

broker non-votes, independent registered public accounting firm, named executive officer compensation, non-binding, advisory basis

4 terms

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 Ernst & Young 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.

named executive officer compensation financial

"Advisory Vote on our Named Executive Officer Compensation"

Pay and benefits disclosed for a company’s top executives identified in regulatory filings, including salary, bonuses, stock awards, option grants, pension contributions and other perks. Think of it as a public paycheck summary for senior managers that shows how they are rewarded and motivated. Investors use it to judge whether executive incentives align with shareholder interests, to assess potential costs and risks, and to evaluate corporate governance.

non-binding, advisory basis financial

"The stockholders approved, on a non-binding, advisory basis, our named executive officer compensation"

A non-binding, advisory basis means a recommendation or decision that carries no legal force and does not obligate the parties to act; it’s similar to a friendly suggestion rather than a signed promise. For investors, this matters because such guidance can influence market expectations and management plans but offers no guarantee of follow-through, so investors should treat it as informative input rather than a firm commitment.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google

Understanding 8-K Material Events →

06/10/2026 - 04:42 PM

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 4, 2026

SailPoint, Inc.

(Exact name of registrant as specified in its charter)

---------------------------------------------------------------------------------------


Delaware	001-42522	88-2001765
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of incorporation)		Identification No.)

11120 Four Points Drive, Suite 100 78726

Austin, Texas (Zip Code)

(Address of principal executive offices)

Registrant’s telephone number, including area code: (512) 346-2000

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:


☐			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 share

SAIL

The 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

(§ 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 4, 2026, SailPoint, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). As of April 6, 2026, the record date for the Annual Meeting, 567,223,431 shares of the Company’s common stock were outstanding and entitled to vote at the Annual Meeting. A summary of the matters voted upon by the stockholders and the final voting results for each such matter are set forth below.

Proposal 1 – Election of Directors to the Board

Each of the following persons was duly elected by the Company’s stockholders as a Class I director of the Company’s Board of Directors (the “Board”) for the term expiring in 2029, with votes as follows:


Nominee	Votes For	Votes Withheld	Broker Non-Votes
William Bock	507,509,417	17,665,559	23,697,705
Sacha May	509,286,722	15,888,254	23,697,705
Mark McClain	510,042,793	15,132,183	23,697,705

Proposal 2 – Ratification of Appointment of the Company’s Independent Registered Public Accounting Firm

The appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 31, 2027 was ratified by the stockholders, with votes as follows:


Votes For	Votes Against	Votes Abstained
548,703,054	146,640	22,987

Proposal 3 – Advisory Vote on our Named Executive Officer Compensation

The stockholders approved, on a non-binding, advisory basis, our named executive officer compensation, with votes as follows:


Votes For	Votes Against	Votes Abstained	Broker Non-Votes
511,952,321	13,202,220	20,435	23,697,705

Proposal 4 – Advisory Vote on the Frequency of Future Advisory Votes on our Named Executive Officer Compensation

The stockholders approved, on a non-binding, advisory basis, the frequency of future advisory votes on our named executive officer compensation of every one year, with votes as follows:


1 Year	2 Years	3 Years	Votes Abstained	Broker Non-Votes
524,452,636	17,254	691,693	13,393	23,697,705

In accordance with the voting results for this proposal, the Board has determined that an advisory vote to approve named executive officer compensation will be conducted every year until the next stockholder advisory vote on the frequency of future advisory votes on named executive officer compensation.

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.

SAILPOINT, INC.

Date: June 10, 2026

By:

/s/ Chris Schmitt

Name:

Chris Schmitt

Title:

Executive Vice President, General Counsel, and Secretary

Source: View Original Filing on SEC EDGAR

FAQ

What did SailPoint (SAIL) stockholders decide at the 2026 annual meeting?

Stockholders elected three Class I directors, ratified Ernst & Young LLP as auditor, approved named executive officer compensation, and supported holding advisory say-on-pay votes every year. All proposals received strong majority support based on the reported voting totals.

How many SailPoint (SAIL) shares were entitled to vote at the 2026 annual meeting?

As of the April 6, 2026 record date, 567,223,431 shares of SailPoint common stock were outstanding and entitled to vote. These shares formed the base against which participation and support for the various proposals were measured at the annual meeting.

Were SailPoint’s director nominees approved by stockholders in 2026?

Yes. William Bock, Sacha May, and Mark McClain were each elected as Class I directors for terms expiring in 2029. Each nominee received over 507 million votes for, with substantially fewer votes withheld and reported broker non-votes on the proposal.

Did SailPoint (SAIL) stockholders ratify Ernst & Young as auditor for 2027?

Yes. Stockholders ratified Ernst & Young LLP as SailPoint’s independent registered public accounting firm for the fiscal year ending January 31, 2027, with 548,703,054 votes for, 146,640 votes against, and 22,987 votes abstaining in the reported results.

How did SailPoint (SAIL) investors vote on executive compensation in 2026?

Stockholders approved named executive officer compensation on a non-binding, advisory basis. The proposal received 511,952,321 votes for, 13,202,220 votes against, 20,435 abstentions, and 23,697,705 broker non-votes, indicating broad support for the compensation program as presented.

What frequency of say-on-pay votes did SailPoint (SAIL) investors prefer?

Investors favored an annual say-on-pay vote. The one-year option received 524,452,636 votes, compared with 17,254 for two years, 691,693 for three years, and 13,393 abstentions. Based on this outcome, the Board will conduct advisory compensation votes every year until the next frequency vote.

Filing Exhibits & Attachments

3 documents