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Sprout Social (SPT) investors back directors, auditor and pay at 2026 meeting

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

Rhea-AI Filing Summary

Sprout Social, Inc. held its 2026 Annual Meeting of Stockholders, where all three management proposals were approved. Stockholders elected Class I directors Peter Barris (85,977,758 votes for, 4,531,416 withheld, 12,011,329 broker non-votes) and Karen Walker (75,654,474 for, 14,854,700 withheld, 12,011,329 broker non-votes) to serve until the 2029 annual meeting.

Stockholders also ratified PricewaterhouseCoopers LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, with 102,421,538 votes for, 56,693 against and 42,272 abstentions. In an advisory vote, compensation of the Company’s named executive officers was approved, receiving 87,252,163 votes for, 3,206,115 against, 50,896 abstentions and 12,011,329 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.
Votes for Peter Barris 85,977,758 votes Election as Class I director at 2026 Annual Meeting
Votes for Karen Walker 75,654,474 votes Election as Class I director at 2026 Annual Meeting
Broker non-votes on director elections 12,011,329 shares Both Class I director election proposals
Votes for PwC ratification 102,421,538 votes Auditor for fiscal year ending December 31, 2026
Votes against PwC ratification 56,693 votes Auditor ratification proposal at 2026 Annual Meeting
Votes for say-on-pay 87,252,163 votes Advisory vote on executive compensation
Votes against say-on-pay 3,206,115 votes Advisory vote on executive compensation
Broker non-votes on say-on-pay 12,011,329 shares Advisory vote on named executive officer compensation
broker non-votes financial
"Votes For | Withheld | Broker Non-Votes Peter Barris | 85,977,758 | 4,531,416 | 12,011,329"
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
"the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal 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.
advisory vote financial
"Advisory vote to approve the compensation of the Company's named executive officers."
An advisory vote is a shareholder poll that expresses investors’ approval or concern about a company’s policy, executive pay, board decisions or other governance matters but does not legally force the company to act. Think of it like a customer survey: it signals investor sentiment and can pressure management to change course, so investors watch the result as a guide to future governance, risk and potential shifts in strategy.
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.
Annual Meeting of Stockholders financial
"held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”)."
Understanding 8-K Material Events →
0001517375false00015173752026-05-202026-05-20

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): May 20, 2026
Sprout Social, Inc.
(Exact Name of Registrant as Specified in its Charter)
Delaware001-3915627-2404165
(State or Other Jurisdiction
of Incorporation)		(Commission
File Number)		(IRS Employer
Identification No.)
131 South Dearborn St., Suite 70060603
Chicago,Illinois
(Address of Principal Executive Offices)(Zip Code)

(866) 878-3231
(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:
☐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
Class A Common Stock, $0.0001 par value per shareSPTThe 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 May 20, 2026, Sprout Social, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, stockholders voted on the following three proposals, each of which is described in detail in the Company's definitive proxy statement filed with the Securities and Exchange Commission on April 7, 2026. The final voting results for each proposal, as certified by the Inspector of Election for the Annual Meeting, are described below. Fractional shares have been rounded up to the nearest whole number.

Proposal 1. The election of two Class I directors listed below to serve until the Company's 2029 annual meeting of stockholders and until their successor is duly elected and qualified.

Votes ForWithheldBroker Non-Votes
Peter Barris85,977,7584,531,41612,011,329
Karen Walker75,654,47414,854,70012,011,329

Based on the votes set forth above, the director nominees were duly elected.

Proposal 2. The ratification of the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026.

Votes ForVotes AgainstAbstain
102,421,53856,69342,272

Based on the votes set forth above, the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026 was duly ratified.

Proposal 3. Advisory vote to approve the compensation of the Company's named executive officers.

Votes ForVotes AgainstAbstainBroker Non-Votes
87,252,1633,206,11550,89612,011,329

Based on the votes set forth above, the compensation of the Company's named executive officers was approved by an advisory vote.

SIGNATURE
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.
SPROUT SOCIAL, INC.
  
  
By:/s/ Heidi Jonas
Name:Heidi Jonas
Title:General Counsel and Secretary
Date: May 20, 2026


Source: View Original Filing on SEC EDGAR

FAQ

What did Sprout Social (SPT) stockholders vote on at the 2026 Annual Meeting?

Stockholders voted on electing two Class I directors, ratifying PricewaterhouseCoopers LLP as independent registered public accounting firm for 2026, and an advisory approval of named executive officer compensation. All three proposals received sufficient support and were approved.

Who was elected to Sprout Social (SPT) board at the 2026 Annual Meeting?

Stockholders elected Peter Barris and Karen Walker as Class I directors to serve until the 2029 annual meeting of stockholders. Barris and Walker both received more votes for than withheld, with additional broker non-votes recorded on the director election proposals.

How did Sprout Social (SPT) stockholders vote on the 2026 auditor ratification?

Stockholders ratified PricewaterhouseCoopers LLP as Sprout Social’s independent registered public accounting firm for the fiscal year ending December 31, 2026, with 102,421,538 votes for, 56,693 votes against, and 42,272 abstentions, indicating strong support for continuing with the same audit firm.

Was Sprout Social (SPT) executive compensation approved by stockholders in 2026?

Yes. In an advisory vote, stockholders approved the compensation of Sprout Social’s named executive officers, with 87,252,163 votes for, 3,206,115 votes against, 50,896 abstentions, and 12,011,329 broker non-votes recorded on the say-on-pay proposal at the 2026 Annual Meeting.

What are broker non-votes in Sprout Social (SPT) 2026 voting results?

Broker non-votes represent shares held by brokers that were not voted on certain proposals, typically because the beneficial owner did not give instructions. For Sprout Social’s 2026 meeting, 12,011,329 broker non-votes were reported on director elections and the advisory executive compensation proposal.

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