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Snowflake (NYSE: SNOW) investors oppose pay plan, back majority-vote proposal

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

Rhea-AI Filing Summary

Snowflake Inc. reported the results of its 2026 annual meeting of stockholders, held virtually on June 29, 2026. There were 346,602,915 common shares outstanding and entitled to vote as of the May 5, 2026 record date.

Stockholders elected Class III directors Teresa Briggs, Mark D. McLaughlin, and Sridhar Ramaswamy to serve until the 2029 annual meeting, with each receiving between 132.2 million and 176.0 million votes in favor and 45.4 million to 89.3 million votes withheld, plus 68.7 million broker non-votes.

Stockholders did not approve, on a non-binding advisory basis, the compensation of the company’s named executive officers, with 124.5 million votes against and 96.3 million in favor. They ratified PricewaterhouseCoopers LLP as independent registered public accounting firm for the fiscal year ending January 31, 2027, with 287.9 million votes for and 1.9 million against. Stockholders also approved a non-binding stockholder proposal requesting a majority vote standard for director elections, with 143.1 million votes for and 77.4 million against.

Positive

  • None.

Negative

  • None.

Insights

Shareholders backed directors and auditor but rejected executive pay and supported stronger voting standards.

Snowflake’s 2026 meeting shows mixed but important governance signals. All Class III director nominees were re-elected, and PricewaterhouseCoopers LLP was strongly ratified as independent auditor for the fiscal year ending January 31, 2027, suggesting continued support for board membership and financial oversight.

However, shareholders did not approve the non-binding advisory vote on named executive officer compensation, with 124.5 million votes against versus 96.3 million for. They also backed a non-binding stockholder proposal requesting a majority vote standard for director elections, 143.1 million for versus 77.4 million against. These outcomes indicate clear shareholder pressure on pay practices and director election standards, even though both measures are advisory.

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 entitled to vote 346,602,915 shares Common stock outstanding as of May 5, 2026 record date
Say-on-pay for votes 96,340,999 votes Non-binding advisory approval of executive compensation
Say-on-pay against votes 124,481,663 votes Non-binding advisory disapproval of executive compensation
Auditor ratification for votes 287,917,821 votes Ratification of PricewaterhouseCoopers LLP for FY ending Jan 31, 2027
Majority-vote proposal for votes 143,119,265 votes Non-binding stockholder proposal on majority vote for director elections
Director votes for Sridhar Ramaswamy 176,034,865 votes Election as Class III director, plus 45,425,350 withheld
non-binding advisory vote financial
"Non-binding Advisory Vote to Approve the Compensation of the Company’s Named Executive Officers."
A non-binding advisory vote is a shareholder vote that expresses investors’ opinion on a proposal (such as executive pay, corporate policy, or governance practices) but does not legally force the company to act. Think of it like a customer survey: it signals whether owners approve or disapprove and can pressure boards and managers to change course, so investors watch the result as an indicator of governance risk and potential future shifts in company strategy or leadership.
broker non-votes financial
"The results of such vote were For, Against, Abstain, 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
"ratified the appointment of PricewaterhouseCoopers 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.
stockholder proposal financial
"Stockholder Proposal Requesting Majority Vote for Director Elections."
majority vote for director elections financial
"approved a non-binding stockholder proposal requesting majority vote for director elections."
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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): June 29, 2026

SNOWFLAKE INC.
(Exact name of registrant as specified in its charter)

Delaware
001-39504
46-0636374
(State or other jurisdiction of incorporation or organization)
(Commission File Number)
(IRS Employer Identification No.)
135 Constitution Drive
94025
Menlo Park,California
(Address of Principal Executive Offices)
(Zip Code)
(844) 766-9355
(Registrant's telephone number, including area code)

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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.0001 par valueSNOWThe 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.

On June 29, 2026, Snowflake Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”) virtually via live webcast. As of the close of business on May 5, 2026, the record date for the Annual Meeting, there were 346,602,915 shares of the Company’s Common Stock outstanding and entitled to vote at the meeting. The following proposals were voted upon at the Annual Meeting, and the final voting results with respect to each such proposal are set forth below.

Proposal 1 — Election of Directors. The Company’s stockholders elected the following Class III director nominees to serve until the Company’s Annual Meeting of Stockholders in 2029 and until his or her successor is duly elected and qualified, or until his or her earlier death, resignation, or removal. The results of such vote were:

NomineeForWithheldBroker Non-Votes
Teresa Briggs152,250,18669,210,02968,679,845
Mark D. McLaughlin132,204,60289,255,61368,679,845
Sridhar Ramaswamy176,034,86545,425,35068,679,845

Proposal 2 — Non-binding Advisory Vote to Approve the Compensation of the Company’s Named Executive Officers. The Company’s stockholders did not approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers. The results of such vote were:

ForAgainstAbstainBroker Non-Votes
96,340,999124,481,663637,55368,679,845

Proposal 3 — Ratification of Independent Registered Public Accounting Firm. The Company’s stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 31, 2027. The results of such vote were:

ForAgainstAbstainBroker Non-Votes
287,917,8211,863,830358,409—

Proposal 4 — Stockholder Proposal Requesting Majority Vote for Director Elections. The Company’s stockholders approved a non-binding stockholder proposal requesting majority vote for director elections. The results of such vote were:

ForAgainstAbstainBroker Non-Votes
143,119,26577,384,473956,47768,679,845

No other matters were submitted for stockholder action at the Annual Meeting.



SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Snowflake Inc.
Date: June 30, 2026
By:/s/ Brian Robins
Brian Robins
Chief Financial Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did Snowflake Inc. (SNOW) shareholders decide about director elections in 2026?

Shareholders re-elected Class III directors Teresa Briggs, Mark D. McLaughlin, and Sridhar Ramaswamy to serve until the 2029 annual meeting. Each nominee received a majority of votes cast in favor, with additional broker non-votes recorded but not counted as support or opposition.

How did Snowflake (SNOW) shareholders vote on executive compensation in 2026?

Shareholders did not approve Snowflake’s non-binding advisory vote on named executive officer compensation. The proposal received 96,340,999 votes for and 124,481,663 votes against, with 637,553 abstentions and 68,679,845 broker non-votes, signaling meaningful opposition to the current pay program.

Did Snowflake Inc. (SNOW) shareholders ratify the independent auditor for fiscal 2027?

Yes. Snowflake shareholders ratified PricewaterhouseCoopers LLP as independent registered public accounting firm for the fiscal year ending January 31, 2027. The ratification received 287,917,821 votes for, 1,863,830 against, and 358,409 abstentions, indicating broad support for the auditor relationship.

What was the outcome of the Snowflake (SNOW) stockholder proposal on majority vote for director elections?

Shareholders approved the non-binding stockholder proposal requesting a majority vote standard for director elections. The proposal received 143,119,265 votes for, 77,384,473 against, and 956,477 abstentions, along with 68,679,845 broker non-votes, reflecting significant support for stronger director election standards.

How many Snowflake (SNOW) shares were entitled to vote at the 2026 annual meeting?

As of the May 5, 2026 record date, 346,602,915 shares of Snowflake’s common stock were outstanding and entitled to vote at the 2026 annual meeting. This figure sets the base against which participation and support levels for each proposal can be evaluated.

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