Tenable (NASDAQ: TENB) investors support board, auditor and annual say-on-pay

Rhea-AI Filing Summary

Tenable Holdings, Inc. reported the results of its 2026 annual meeting of stockholders. Stockholder turnout was high, with 106,390,505 shares represented out of 114,530,327 shares outstanding as of the record date, or about 92.89% participation.

Three directors – John C. Huffard, Jr., A. Brooke Seawell, and Raymond Vicks, Jr. – were elected to serve until the 2029 annual meeting. Stockholders also ratified Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026.

In advisory matters, stockholders approved the compensation of the company’s named executive officers and expressed a clear preference to hold future advisory votes on executive compensation every year. Consistent with this result and prior board recommendations, the board decided to continue holding these say-on-pay votes annually.

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

Shares outstanding: 114,530,327 shares Shares represented at meeting: 106,390,505 shares Auditor ratification votes for: 105,641,971 votes +3 more

6 metrics

Shares outstanding 114,530,327 shares Outstanding as of the record date for the 2026 annual meeting

Shares represented at meeting 106,390,505 shares Present or represented by proxy at the 2026 annual meeting (~92.89%)

Auditor ratification votes for 105,641,971 votes Votes for Ernst & Young LLP as 2026 independent registered public accounting firm

Say-on-pay votes for 83,235,799 votes Advisory approval of named executive officer compensation

Annual frequency votes 92,531,025 votes Votes supporting a 1-year frequency for future say-on-pay advisory votes

Broker non-votes on director elections 12,997,023 shares Broker non-votes reported on Proposal 1 director elections

Key Terms

broker non-votes, independent registered public accounting firm, advisory vote, emerging growth company, +1 more

5 terms

broker non-votes financial

"Broker Non-Votes: 12,997,023"

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

"Ratification of the appointment of Ernst & Young LLP as 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.

advisory vote financial

"The advisory vote on 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.

non-binding advisory vote financial

"determined to solicit a non-binding advisory vote on the compensation of the Company’s named executive officers every year"

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.

Understanding 8-K Material Events →

0001660280false00016602802026-05-132026-05-13

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 13, 2026

__________________

TENABLE HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

__________________

Delaware			001-38600			47-5580846
(State or other jurisdiction of incorporation or organization)			(Commission File Number)			(I.R.S. Employer Identification Number)

6100 Merriweather Drive, Columbia, Maryland, 21044

(Address of principal executive offices, including zip code)

(410) 872-0555

(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, par value $0.01 per share			TENB			The 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 13, 2026, Tenable Holdings, Inc. (the “Company”) held its 2026 annual meeting of stockholders (the “Annual Meeting”). The stockholders considered four proposals, each of which is described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 2, 2026 (the “Proxy Statement”). Of the 114,530,327 shares outstanding as of the record date, 106,390,505 shares, or approximately 92.89%, were present or represented by proxy at the Annual Meeting. Set forth below are the results of the matters submitted for a vote of stockholders at the Annual Meeting.

Proposal No. 1: Election of three nominees to serve as directors until the 2029 annual meeting of stockholders and until their respective successors are elected and qualified. The votes were cast as follows:

			Votes For						Votes Withheld
John C. Huffard, Jr.			50,765,937						42,627,545
A. Brooke Seawell			69,784,955						23,608,527
Raymond Vicks, Jr.			70,871,351						22,522,131

Broker Non-Votes: 12,997,023

All nominees were elected.

Proposal No. 2: Ratification of the appointment of Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026. The votes were cast as follows:

Votes For						Votes Against						Votes Abstained						Broker Non-Votes
105,641,971						589,380						159,154						—

Proposal No. 3: The advisory vote on the compensation of the Company’s named executive officers as disclosed in the Proxy Statement. The votes were cast as follows:

Votes For						Votes Against						Votes Abstained						Broker Non-Votes
83,235,799						9,941,420						216,263						12,997,023

Proposal No. 4: The advisory vote on the frequency of solicitation of future advisory stockholder approval of named executive officer compensation. The votes were cast as follows:

1 Year						2 Years						3 Years						Votes Abstained						Broker Non-Votes
92,531,025						15,905						789,886						56,666						12,997,023

Consistent with the stockholder voting results above and the recommendation of the Board as disclosed in the Proxy Statement for the Annual Meeting, the Board of the Company has determined to solicit a non-binding advisory vote on the compensation of the Company’s named executive officers every year until the next required stockholder vote on the frequency of such non-binding advisory vote, or until the Board of the Company determines that a different frequency of such non-binding advisory vote is in the best interest of the Company’s stockholders.

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.

						TENABLE HOLDINGS, INC.
Date:			May 13, 2026			By:			/s/ Michelle VonderHaar
									Michelle VonderHaar
									Chief Legal Officer and Corporate Secretary

FAQ

What was the shareholder turnout at Tenable (TENB)'s 2026 annual meeting?

Shareholder turnout was strong, with 106,390,505 shares represented out of 114,530,327 shares outstanding as of the record date. This equals approximately 92.89% participation, indicating broad engagement by Tenable stockholders in the 2026 annual meeting decisions.

Which directors were elected at Tenable (TENB)'s 2026 annual meeting?

Stockholders elected John C. Huffard, Jr., A. Brooke Seawell, and Raymond Vicks, Jr. as directors. Each will serve until the 2029 annual meeting of stockholders and until their respective successors are elected and qualified, reflecting multi-year continuity on Tenable’s board.

Which auditor did Tenable (TENB) stockholders ratify for fiscal 2026?

Stockholders ratified Ernst & Young LLP as Tenable’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The proposal received 105,641,971 votes for, 589,380 against, and 159,154 abstentions, with no broker non-votes reported.

How did Tenable (TENB) stockholders vote on executive compensation in 2026?

In the advisory say-on-pay vote, 83,235,799 shares were voted for Tenable’s named executive officer compensation, 9,941,420 against, and 216,263 abstained. There were 12,997,023 broker non-votes, but overall the advisory proposal received clear stockholder approval.

How often will Tenable (TENB) hold future advisory votes on executive pay?

Stockholders favored an annual advisory vote, with 92,531,025 shares supporting a 1-year frequency, compared with smaller totals for 2-year and 3-year options. Based on this result and prior recommendations, Tenable’s board determined to continue holding say-on-pay votes every year.

Filing Exhibits & Attachments

3 documents

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