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SAP (NYSE: SAP) investors back 2026 AGM pay, auditors, board and e-shares

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(Neutral)
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(Neutral)
Form Type
6-K

Rhea-AI Filing Summary

SAP SE reported the results of its 2026 virtual Annual General Meeting, where shareholders approved all proposals put to a vote. Key items included appropriating retained earnings for fiscal 2025, formally approving the acts of the Executive and Supervisory Boards, and appointing auditors for the 2026 financial statements and sustainability reporting.

Shareholders also approved the 2025 compensation report and renewed authorization for the Executive Board to issue convertible and warrant-linked instruments with related contingent capital changes. Elections and re-elections to the Supervisory Board passed, and an amendment enabling the issuance of electronic shares was accepted with very high support.

Positive

  • None.

Negative

  • None.
Votes on profit appropriation 846,529,297 shares, 68.91% of capital stock Valid votes cast on appropriation of retained earnings, fiscal 2025
Yes votes on profit appropriation 845,804,976 shares (99.91%) Support for appropriation of retained earnings, fiscal 2025
Yes votes on Executive Board acts 827,411,583 shares (99.50%) Approval of acts of the Executive Board, fiscal 2025
Yes votes on compensation report 769,930,993 shares (90.96%) Approval of compensation report for fiscal 2025
Yes votes on capital authorization 784,881,012 shares (92.74%) New authorization for convertible/warrant-linked instruments
Yes votes on electronic shares 845,936,103 shares (99.94%) Amendment enabling issuance of electronic shares
appropriation of the retained earnings financial
"Resolution on the appropriation of the retained earnings for fiscal year 2025"
formal approval of the acts financial
"Resolution on the formal approval of the acts of the Executive Board in fiscal year 2025"
contingent capital financial
"the cancellation of Contingent Capital I and the creation of new contingent capital"
sustainability reporting financial
"Appointment of the auditors of the sustainability reporting for fiscal year 2026"
Sustainability reporting is a company’s regular disclosure of how its operations affect the environment, workers, communities and how it manages those impacts, including energy use, pollution, workplace safety and board oversight. Investors use it like a report card to judge long-term risk and opportunity: clear, reliable reporting can reveal hidden costs or strengths that affect future profits and the company’s resilience to regulations, consumer shifts or supply disruptions.
electronic shares financial
"Amendment to Article 4 (3) of the Articles of Incorporation to enable the issuance of electronic shares"

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO SECTION 13a-16 OR 15d-16 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

 

May 8, 2026

 

Commission file number:

 

001-14251

 

 

SAP EUROPEAN COMPANY

(Translation of registrant’s name into English)

 

Dietmar-Hopp-Allee 16

69190 Walldorf

Federal Republic of Germany

(Address of principal executive offices)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

 

Form 20-F             x Form 40-F             ¨

 

 

 

 

 

 

SAP SE

 

FORM 6-K

 

On May 5, 2026, SAP SE (the “Company”) held its 2026 Virtual Annual General Meeting of Shareholders (the “AGM”). At the AGM, the Company’s shareholders voted on the proposals as set forth in the attached Exhibit 99.1 – SAP AGM 2026 Voting Results, each of which is described in detail in the SAP AGM 2026 Invitation duly published in the German Federal Gazette and on the Company’s website, as well as in the amendment of item 2 - the proposal for the appropriation of profits which is also publicly available on the Company’s website. Each of the proposals was approved at the AGM by an affirmative vote of the required majority of the votes validly cast by the shareholders entitled to vote at the AGM.

 

The information furnished herewith in this report shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, whether made before or after the date of this report, regardless of any general incorporation by reference language in such filing.

 

2

 

 

EXHIBITS

 

Exhibit No. Exhibit
   
99.1SAP AGM 2026 Voting Results dated May 5, 2026

 

3

 

 

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.

 

 

  SAP SE 
  (Registrant)
   
   
   
  By: /s/ Christopher Sessar
    Name: Dr. Christopher Sessar
    Title: Chief Accounting Officer
   
   
   
  By: /s/ Julia Zicke
    Name: Dr. Julia Zicke
    Title: Head of External Reporting and Accounting Technology

 

Date: May 8, 2026

 

4

 

 

EXHIBIT INDEX

 

 

Exhibit No. Exhibit
   
99.1SAP AGM 2026 Voting Results dated May 5, 2026

 

5

 

Exhibit 99.1

 

SAP SE, Walldorf

Annual General Meeting on 05/05/2026

 

Voting results - Overview

 

  Valid votes cast Yes votes No votes
  Shares % of capital
stock
Shares % Shares %
Item 2 Resolution on the appropriation of the retained earnings for fiscal year 2025 846,529,297 68.91 % 845,804,976 99.91 % 724,321 0.09 %
Item 3 Resolution on the formal approval of the acts of the Executive Board in fiscal year 2025 831,546,265 67.69 % 827,411,583 99.50 % 4,134,682 0.50 %
Item 4 Resolution on the formal approval of the acts of the Supervisory Board in fiscal year 2025 825,548,868 67.20 % 821,359,310 99.49 % 4,189,558 0.51 %
Item 5.1 Appointment of the auditors of the financial statements and consolidated financial statements for fiscal year 2026 846,445,161 68.90 % 844,484,811 99.77 % 1,960,350 0.23 %
Item 5.2 Appointment of the auditors of the sustainability reporting for fiscal year 2026 846,430,962 68.90 % 844,584,534 99.78 % 1,846,428 0.22 %
Item 6 Resolution on the approval of the compensation report for fiscal year 2025 846,410,437 68.90 % 769,930,993 90.96 % 76,479,444 9.04 %
Item 7 Resolution on the cancellation of the existing authorization and the granting of a new authorization of the Executive Board to issue convertible and/or warrant-linked bonds, profit sharing rights and/or income bonds (or combinations of these instruments), the option to exclude shareholders' subscription rights, the cancellation of Contingent Capital I and the creation of new contingent capital and the corresponding amendment to Article 4 (7) of the Articles of Incorporation 846,316,121 68.89 % 784,881,012 92.74 % 61,435,109 7.26 %
Item 8.1 Elections of Supervisory Board members - Dr. h.c. mult. Pekka Ala-Pietilä 825,863,171 67.23 % 730,693,413 88.48 % 95,169,758 11.52 %
Item 8.2 Elections of Supervisory Board members - Dr. Rouven Westphal 845,346,292 68.81 % 790,309,699 93.49 % 55,036,593 6.51 %
Item 8.3 Elections of Supervisory Board members - René Obermann 845,336,331 68.81 % 837,217,105 99.04 % 8,119,226 0.96 %
Item 8.4 Elections of Supervisory Board members - Michael Gregoire 845,292,937 68.81 % 805,294,862 95.27 % 39,998,075 4.73 %
Item 9 Amendment to Article 4 (3) of the Articles of Incorporation to enable the issuance of electronic shares 846,402,735 68.90 % 845,936,103 99.94 % 466,632 0.06 %

 

Note: Percentages rounded to 2 decimal places

Page 1

 

FAQ

What did SAP (SAP) shareholders approve regarding 2025 profits?

Shareholders approved the appropriation of retained earnings for fiscal year 2025. The resolution received 845,804,976 yes votes, representing 99.91% of votes cast on this item, confirming broad support for the proposed profit distribution approach.

How did SAP (SAP) investors vote on the 2025 compensation report?

Investors approved SAP’s 2025 compensation report with 769,930,993 yes votes, or 90.96% of votes cast on this item. Although support was slightly lower than for other resolutions, it still reflects a strong majority backing the company’s executive pay disclosures.

Were SAP (SAP) Executive and Supervisory Board actions for 2025 approved?

Yes, shareholders formally approved the acts of both the Executive Board and Supervisory Board for fiscal year 2025. Approval rates were around 99.5% of votes cast for each item, indicating substantial confidence in the boards’ stewardship during the year.

What auditor decisions did SAP (SAP) shareholders make for 2026?

Shareholders appointed auditors for both the 2026 financial statements and consolidated financial statements, and for 2026 sustainability reporting. Each auditor appointment received over 99.7% and 99.7% yes votes respectively, signaling strong agreement on the chosen audit firms.

What capital authorization changes did SAP (SAP) approve at the AGM?

Shareholders canceled an existing authorization and granted a new one for the Executive Board to issue convertible and/or warrant-linked bonds and similar instruments. The related contingent capital changes and Articles of Incorporation amendment passed with 92.74% yes votes on this governance item.

Did SAP (SAP) approve electronic shares and Supervisory Board elections?

Yes, an amendment enabling issuance of electronic shares was approved with 845,936,103 yes votes, or 99.94% support. Several Supervisory Board members were elected or re-elected, with individual support levels ranging from 88.48% to 99.04% of votes cast for those candidates.

Filing Exhibits & Attachments

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