Toast (NYSE: TOST) shareholders approve board slate, auditor and 2025 executive pay

Rhea-AI Filing Summary

Toast, Inc. reported voting results from its annual shareholder meeting held via live audio webcast on June 12, 2026. Stockholders elected Kent Bennett, Susan Chapman-Hughes and Mark Hawkins as Class II directors for terms running through the 2029 annual meeting.

Support for the nominees was strong, with Mark Hawkins receiving 1,001,250,314 votes for and 7,387,680 withheld, alongside 89,581,415 broker non-votes. Stockholders also ratified Ernst & Young LLP as independent registered public accounting firm, with 1,097,087,998 votes for and minimal opposition.

On an advisory, non-binding basis, stockholders approved compensation for the company’s named executive officers, with 949,420,214 votes for, 58,564,187 against and 653,593 abstentions, plus 89,581,415 broker non-votes.

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

Votes for Mark Hawkins: 1,001,250,314 votes Votes for Kent Bennett: 921,086,317 votes Votes for Susan Chapman-Hughes: 942,757,831 votes +3 more

6 metrics

Votes for Mark Hawkins 1,001,250,314 votes Election as Class II director

Votes for Kent Bennett 921,086,317 votes Election as Class II director

Votes for Susan Chapman-Hughes 942,757,831 votes Election as Class II director

Auditor ratification support 1,097,087,998 votes for Ernst & Young LLP for FY ending Dec. 31, 2026

Say-on-pay votes for 949,420,214 votes Advisory approval of 2025 named executive officer compensation

Broker non-votes on Proposals 1 & 3 89,581,415 shares Director elections and advisory compensation vote

Key Terms

broker non-votes, independent registered public accounting firm, advisory, non-binding basis, named executive officers, +1 more

5 terms

broker non-votes financial

"The results of the vote were as follows ... Broker Non-Votes 89,581,415"

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 Ernst & Young 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.

advisory, non-binding basis financial

"approved, on an advisory, non-binding basis, the compensation of the Company’s named executive officers"

named executive officers financial

"compensation of the Company’s named executive officers for the fiscal year ended December 31, 2025"

Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.

annual meeting of stockholders financial

"the Company held its annual meeting of stockholders via live audio webcast"

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Understanding 8-K Material Events →

0001650164FALSE00016501642026-06-122026-06-12

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 12, 2026

___________________________________

Toast, Inc.

(Exact name of registrant as specified in its charter)

___________________________________

Delaware (State or other jurisdiction of Incorporation)			001-40819 (Commission File Number)			45-4168768 (I.R.S. Employer Identification No.)
333 Summer Street Boston, Massachusetts						02210
(Address of principal executive offices)						(Zip code)
(617) 297-1005
(Registrant's telephone number, including area code)
			N/A
(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 class			Trading Symbol			Name of each exchange on which registered
Class A common stock, par value $0.000001 per share			TOST			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 or Rule 12b-2 of the Securities Exchange Act of 1934.

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 12, 2026, the Company held its annual meeting of stockholders via live audio webcast (the “Annual Meeting”). The stockholders of the Company voted on the following three proposals at the Annual Meeting, each of which is more fully described in the Company’s definitive proxy statement filed with the SEC on April 23, 2026:

Proposal One: Election of Directors

The Company’s stockholders elected each of Kent Bennett, Susan Chapman-Hughes and Mark Hawkins as a Class II director of the Company’s board of directors for a three-year term expiring at the Company’s 2029 Annual Meeting of Stockholders and until such director’s respective successor is duly elected and qualified, or such director’s earlier death, resignation or removal. The results of the vote were as follows:

Nominee			For			Withheld			Broker Non-Votes
Kent Bennett			921,086,317			87,551,677			89,581,415
Susan Chapman-Hughes			942,757,831			65,880,163			89,581,415
Mark Hawkins			1,001,250,314			7,387,680			89,581,415

Proposal Two: Ratification of Appointment of Independent Registered Public Accounting Firm

The Company’s stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The results of the vote were as follows:

For			Against			Abstain			Broker Non-Votes
1,097,087,998			503,819			627,592			0

Proposal Three: Advisory Vote on Compensation of Named Executive Officers

The Company’s stockholders approved, on an advisory, non-binding basis, the compensation of the Company’s named executive officers for the fiscal year ended December 31, 2025, as disclosed in the Company’s proxy statement for the Annual Meeting pursuant to the compensation disclosure rules of the SEC. The results of the vote were as follows:

For			Against			Abstain			Broker Non-Votes
949,420,214			58,564,187			653,593			89,581,415

No other matters were submitted to or voted on by the Company’s stockholders at the Annual Meeting.

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.

Date: June 15, 2026						TOAST, INC.
						By:			/s/ Brian R. Elworthy
						Name:			Brian R. Elworthy
						Title:			General Counsel and Corporate Secretary

FAQ

What did Toast (TOST) stockholders vote on at the 2026 annual meeting?

Toast stockholders voted on three items: electing three Class II directors, ratifying Ernst & Young LLP as independent auditor for 2026, and approving, on an advisory basis, the 2025 compensation of named executive officers as described in the company’s proxy statement.

Which directors were elected to Toast (TOST)’s board in 2026 and for how long?

Stockholders elected Kent Bennett, Susan Chapman-Hughes and Mark Hawkins as Class II directors. Each will serve a three-year term expiring at the 2029 annual meeting, continuing until a successor is elected and qualified or earlier death, resignation or removal under standard corporate provisions.

How did Toast (TOST) stockholders vote on the independent auditor ratification?

Stockholders strongly ratified Ernst & Young LLP as Toast’s independent registered public accounting firm for the fiscal year ending December 31, 2026, with 1,097,087,998 votes for, 503,819 against, 627,592 abstentions and no broker non-votes recorded on this proposal.

Was Toast (TOST) executive compensation approved in the 2026 advisory vote?

Yes. Stockholders approved, on an advisory and non-binding basis, compensation for Toast’s named executive officers for 2025, with 949,420,214 votes for, 58,564,187 against, 653,593 abstentions and 89,581,415 broker non-votes, as disclosed in the company’s definitive proxy statement.

What are broker non-votes in Toast (TOST)’s 2026 annual meeting results?

Broker non-votes are shares held by brokers that were not voted on non-routine proposals because instructions were not received. Toast’s meeting results show 89,581,415 broker non-votes on the director elections and the advisory executive compensation proposal, but none on the auditor ratification.

Were any other matters voted on at Toast (TOST)’s 2026 annual meeting?

No. The report states that no other matters were submitted to or voted on by Toast’s stockholders at the 2026 annual meeting beyond the three proposals covering director elections, auditor ratification and the advisory vote on named executive officer compensation.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.7 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 22.0 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.9 KB