SoFi (NASDAQ: SOFI) investors approve board, executive pay and Deloitte

Rhea-AI Filing Summary

SoFi Technologies, Inc. held its 2026 annual stockholder meeting on June 17, 2026. Stockholders elected ten directors, including Anthony Noto, with each nominee receiving over 320 million votes in favor and substantial broker non-votes recorded.

Stockholders approved, on a non-binding advisory basis, the compensation of the named executive officers with 367,917,433 votes for, 20,485,945 against, and 2,437,104 abstentions. They also ratified the selection of Deloitte & Touche LLP as independent registered public accounting firm for the year ending December 31, 2026, with 786,593,792 votes for, 7,043,220 against, and 7,803,849 abstentions.

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

Anthony Noto director votes for: 381,201,232 votes Tom Hutton director votes for: 320,890,767 votes Say-on-pay votes for: 367,917,433 votes +4 more

7 metrics

Anthony Noto director votes for 381,201,232 votes Election of directors at 2026 annual meeting

Tom Hutton director votes for 320,890,767 votes Election of directors at 2026 annual meeting

Say-on-pay votes for 367,917,433 votes Non-binding advisory vote on executive compensation

Say-on-pay votes against 20,485,945 votes Non-binding advisory vote on executive compensation

Auditor ratification votes for 786,593,792 votes Ratification of Deloitte & Touche LLP for year ending Dec 31, 2026

Auditor ratification votes against 7,043,220 votes Ratification of Deloitte & Touche LLP for year ending Dec 31, 2026

Auditor ratification abstentions 7,803,849 votes Ratification of Deloitte & Touche LLP for year ending Dec 31, 2026

Key Terms

non-binding advisory basis, broker non-votes, independent registered public accounting firm, annual meeting of stockholders, +1 more

5 terms

non-binding advisory basis regulatory

"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.

broker non-votes regulatory

"Anthony Noto | 381,201,232 | 9,639,250 | 410,600,379"

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 regulatory

"the independent registered public accounting firm of the Company for its 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.

annual meeting of stockholders regulatory

"held its 2026 annual meeting of stockholders (the “Annual Meeting”)."

emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

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Understanding 8-K Material Events →

0001818874FALSE00018188742026-06-172026-06-17

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 17, 2026

SoFi Technologies, Inc.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation)			001-39606 (Commission File Number)			98-1547291 (I.R.S. Employer Identification No.)
234 1st Street San Francisco, California						94105
(Address of principal executive offices)						(Zip Code)

(855) 456-7634

(Registrant’s telephone number, including area code)

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, $0.0001 par value per share

SOFI

The Nasdaq Global Select Market

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 17, 2026, SoFi Technologies, Inc. (the “Company”) held its 2026 annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, the stockholders voted on the following proposals, each of which is described in more detail in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on April 30, 2026.

1.To elect ten nominees currently serving as members of the Company’s Board of Directors (“Board”) to serve on the Board for a one-year term expiring at the 2027 annual meeting of stockholders.

2.To approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers.

3.To ratify the selection of Deloitte & Touche LLP by the Audit Committee of the Board as the independent registered public accounting firm of the Company for its year ending December 31, 2026.

Holders of shares of common stock, par value $0.0001 per share, as of the close of business on April 20, 2026 were each entitled to one vote per share and voted together as a single class on each of the proposals. The number of votes cast with respect to each matter voted upon are set forth below.

1.Election of Directors

Nominee			For			Withheld			Broker Non-Votes
Anthony Noto			381,201,232			9,639,250			410,600,379
Tom Hutton			320,890,767			69,949,715			410,600,379
Steven Freiberg			383,107,561			7,732,921			410,600,379
Ruzwana Bashir			382,168,202			8,672,280			410,600,379
William Borden			385,729,640			5,110,842			410,600,379
Dana Green			386,213,012			4,627,470			410,600,379
John Hele			385,832,038			5,008,444			410,600,379
Clara Liang			385,170,379			5,670,103			410,600,379
Gary Meltzer			385,985,282			4,855,200			410,600,379
Magdalena Yeşil			385,693,513			5,146,969			410,600,379

Based on the votes set forth above, each director nominee was duly elected to serve until the Company’s annual meeting of stockholders in 2027 and until the election and qualification of his or her successor, or until his or her earlier death, resignation, or removal.

2. Non-Binding Advisory Vote on Executive Compensation

For			Against			Abstain
367,917,433			20,485,945			2,437,104

Based on the votes set forth above, the stockholders approved, on a non-binding advisory basis, the Company’s executive compensation.

3. Ratification of the Appointment of Deloitte & Touche LLP

For			Against			Abstain
786,593,792			7,043,220			7,803,849

Based on the votes set forth above, the stockholders ratified the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026.

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

1

SIGNATURE

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.

			SoFi Technologies, Inc.
Date: June 18, 2026			By:			/s/ Christopher Lapointe
			Name:			Christopher Lapointe
			Title:			Chief Financial Officer

FAQ

What did SoFi (SOFI) stockholders approve at the 2026 annual meeting?

SoFi stockholders elected ten directors, approved executive compensation on a non-binding advisory basis, and ratified Deloitte & Touche LLP as independent auditor for the year ending December 31, 2026, with strong support shown in each of the voting tallies disclosed.

How did SoFi (SOFI) stockholders vote on director elections in 2026?

Stockholders elected ten directors for one-year terms ending at the 2027 annual meeting. For example, Anthony Noto received 381,201,232 votes for and 9,639,250 withheld, with 410,600,379 broker non-votes reported, and all other nominees also obtained clear majority support.

Did SoFi (SOFI) stockholders approve executive compensation in 2026?

Yes. In a non-binding advisory vote, stockholders approved SoFi’s named executive officer compensation, with 367,917,433 votes for, 20,485,945 against, and 2,437,104 abstentions. This advisory outcome reflects stockholder sentiment on the company’s pay practices for senior executives during the relevant period.

Which auditor did SoFi (SOFI) stockholders ratify for 2026 and by what margin?

Stockholders ratified Deloitte & Touche LLP as SoFi’s independent registered public accounting firm for the year ending December 31, 2026. The vote totaled 786,593,792 for, 7,043,220 against, and 7,803,849 abstentions, indicating strong support for the continued engagement of Deloitte & Touche LLP.

When was SoFi’s (SOFI) 2026 annual meeting held and who could vote?

The 2026 annual meeting was held on June 17, 2026. Holders of SoFi common stock as of the close of business on April 20, 2026 were entitled to one vote per share and voted together as a single class on all proposals presented.

Were any other matters voted on at SoFi’s (SOFI) 2026 annual meeting?

No. The company reported that no other matters were submitted for stockholder action beyond the three proposals disclosed: election of directors, the advisory vote on executive compensation, and ratification of Deloitte & Touche LLP as independent registered public accounting firm for the 2026 fiscal year.

Filing Exhibits & Attachments

3 documents

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