StubHub (NYSE: STUB) investors pick 3-year schedule for say-on-pay votes

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Filing Exhibits & Attachments

8-K Event Classification

Key Figures

Key Terms

What did StubHub (STUB) stockholders decide at the 2026 annual meeting?

Were StubHub (STUB) director nominees elected at the 2026 meeting?

Did StubHub (STUB) stockholders approve the company’s auditor for 2026?

How did StubHub (STUB) investors vote on say-on-pay in 2026?

What say-on-pay vote frequency did StubHub (STUB) stockholders prefer?

Did broker non-votes affect StubHub (STUB) 2026 meeting results?

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

StubHub Holdings, Inc. reported the results of its June 23, 2026 annual stockholder meeting. Stockholders elected seven directors to serve until the 2027 annual meeting. Each nominee received more than 2.62 billion votes in favor, with relatively small withheld and broker non-vote totals.

Stockholders also ratified PricewaterhouseCoopers LLP as independent registered public accounting firm for the year ending December 31, 2026, with 2,709,035,456 votes for and minimal opposition. In advisory votes, stockholders approved named executive officer compensation and strongly preferred holding future say-on-pay votes every three years, a frequency the company plans to follow until the next required say-on-frequency vote.

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.

Votes for Eric H. Baker: 2,627,954,239 votes Votes for Thomas A. Patterson: 2,632,784,084 votes Auditor ratification votes for PwC: 2,709,035,456 votes +4 more

7 metrics

Votes for Eric H. Baker 2,627,954,239 votes Director election proposal at 2026 annual meeting

Votes for Thomas A. Patterson 2,632,784,084 votes Director election proposal at 2026 annual meeting

Auditor ratification votes for PwC 2,709,035,456 votes Ratification of 2026 independent auditor

Say-on-pay votes for 2,636,452,272 votes Advisory approval of named executive officer compensation

Say-on-pay votes against 10,567,228 votes Advisory approval of named executive officer compensation

Say-on-frequency 3-year votes 2,607,363,933 votes Advisory vote on frequency of say-on-pay

Broker non-votes on say-on-pay 60,904,520 votes Advisory approval of named executive officer compensation

say-on-pay, say-on-frequency, broker non-votes, independent registered public accounting firm, +1 more

5 terms

say-on-pay financial

"a proposal to approve, on an advisory (non-binding) basis, the compensation of the Company’s named executive officers (the “say-on-pay proposal”)"

A say-on-pay is a shareholder vote that gives investors a chance to approve or disapprove a company’s executive compensation packages, typically held at annual meetings. It matters because the vote signals investor satisfaction with how leaders are paid—like customers rating how well managers are rewarded—and can push boards to change pay plans, reducing governance risk and affecting investor confidence and stock value even though the vote is usually advisory rather than legally binding.

say-on-frequency financial

"a proposal to approve, on an advisory (non-binding) basis, the frequency of future advisory votes to approve the compensation of the Company’s named executive officers (the “say-on-frequency proposal”)"

broker non-votes financial

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

"to ratify 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.

emerging growth company regulatory

"Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). 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 →

Available on EDGAR 06/26/2026 - 05:15 PM Accepted by SEC EDGAR 06/26/2026 - 05:15 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

June 23, 2026

Date of Report (date of earliest event reported)

STUBHUB HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-42846

20-2082924

(State or other jurisdiction of

incorporation or organization)

(Commission

File Number)

(I.R.S. Employer
Identification Number)

175 Greenwich Street, 59th Floor,

New York, New York 10007

(Address of principal executive offices and zip code)

(888) 977-5364

(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	Name of each exchange on which registered
Class A common stock, par value $0.001 per share	STUB	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.

At the annual meeting of stockholders of StubHub Holdings, Inc. (the “Company”) held on June 23, 2026, the following proposals were considered and acted upon by the stockholders of the Company: (1) a proposal to elect the seven nominees identified in the table below to the Board of Directors (the “Board”) to serve until the Company’s 2027 annual meeting of stockholders, and until their respective successors shall have been duly elected and qualified (the “director election proposal”); (2) a proposal to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 (the “auditors ratification proposal”); (3) a proposal to approve, on an advisory (non-binding) basis, the compensation of the Company’s named executive officers (the “say-on-pay proposal”); and (4) a proposal to approve, on an advisory (non-binding) basis, the frequency of future advisory votes to approve the compensation of the Company’s named executive officers (the “say-on-frequency proposal”). The final results of the votes on each proposal are set forth below.

1. The Director Election Proposal


Director Nominee	Votes For		Votes Withheld		Broker Non-Votes
Eric H. Baker		2,627,954,239		21,249,867		60,904,520
Mark Streams		2,626,708,229		22,495,877		60,904,520
Sameer Bhargava		2,626,404,588		22,799,518		60,904,520
Jeffrey Blackburn		2,632,590,678		16,613,428		60,904,520
Rajini Sundar Kodialam		2,632,763,952		16,440,154		60,904,520
Jeremy Levine		2,626,726,376		22,477,730		60,904,520
Thomas A. Patterson		2,632,784,084		16,420,022		60,904,520

Accordingly, the foregoing nominees were elected to the Company’s Board.

2. The Auditors Ratification Proposal


Votes For	Votes Against	Abstentions	Broker Non-Votes
2,709,035,456	191,764	881,406	–

Accordingly, the auditors ratification proposal was approved.

3. The Say-on-Pay Proposal


Votes For	Votes Against	Abstentions	Broker Non-Votes
2,636,452,272	10,567,228	2,184,606	60,904,520

Accordingly, the say-on-pay proposal was approved.

4. The Say-on-Frequency Proposal


1 Year	2 Years	3 Years	Abstentions	Broker Non-Votes
39,678,430	1,169,703	2,607,363,933	992,040	60,904,520

Accordingly, stockholders selected every three years as the recommended frequency for future say-on-pay votes. Based on these results, the Company has determined that it will hold say-on-pay votes every three years, until the next required say-on-frequency vote.

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.

Source: View Original Filing on SEC EDGAR

Stockholders elected seven directors, ratified PricewaterhouseCoopers LLP as auditor for 2026, approved executive compensation on an advisory basis, and recommended holding advisory say-on-pay votes every three years. These outcomes confirm support for current board, governance, and compensation structures.

Yes. All seven director nominees, including Eric H. Baker and Mark Streams, were elected to the board to serve until the 2027 annual meeting. Each nominee received over 2.62 billion votes for, with comparatively small withheld and broker non-vote levels.

Yes. Stockholders ratified PricewaterhouseCoopers LLP as StubHub’s independent registered public accounting firm for the year ending December 31, 2026. The proposal received 2,709,035,456 votes for, 191,764 against, and 881,406 abstentions, with no broker non-votes reported.

Investors approved the advisory say-on-pay proposal. It received 2,636,452,272 votes for, 10,567,228 votes against, and 2,184,606 abstentions, along with 60,904,520 broker non-votes. This indicates general stockholder support for the company’s named executive officer compensation program.

Stockholders strongly favored a three-year frequency for future say-on-pay votes, with 2,607,363,933 votes for three years versus 39,678,430 for one year and 1,169,703 for two years. Based on this, the company will hold say-on-pay votes every three years until the next required frequency vote.

Broker non-votes appeared on director elections and advisory proposals but not on the auditor ratification. For example, there were 60,904,520 broker non-votes on the say-on-pay proposal. These votes count for quorum but not as votes for or against affected items.

STUBHUB HOLDINGS, INC.

Date: June 26, 2026

/s/ Mark Streams

Mark Streams

Executive Vice Chairman and Chief Legal Officer

3 documents