[8-K] ServiceTitan, Inc. Reports Material Event

Rhea-AI Filing Summary

ServiceTitan, Inc. (Nasdaq: TTAN) filed a Form 8-K reporting the results of its 18 June 2025 Annual Meeting of Stockholders. Two routine governance matters were submitted and both passed with comfortable margins.

Proposal 1 – Election of Class I Directors: Stockholders re-elected Tim Cabral (175.65 M for; 6.30 M withheld), William Hsu (173.50 M for; 8.46 M withheld) and co-founder/CEO Ara Mahdessian (175.71 M for; 6.24 M withheld). Broker non-votes were 8.18 M for each nominee. Each director will serve until the 2028 annual meeting.

Proposal 2 – Auditor Ratification: PricewaterhouseCoopers LLP was confirmed as independent registered public accounting firm for the fiscal year ending 31 Jan 2026. Votes were 189.66 M for, 0.13 M against and 0.35 M abstentions, reflecting 99.8 % shareholder support.

The filing contains no additional operational or financial disclosures. The results indicate broad shareholder confidence in existing leadership and audit oversight; however, the event is considered routine and is unlikely to materially affect the investment thesis.

Insights

Corporate Governance Expert

TL;DR: Routine AGM; directors and PwC approved with strong majorities—neutral governance event.

The re-election of all three Class I directors and near-unanimous auditor ratification signal shareholder endorsement of current oversight structures. With withheld votes well under 5 % and no contested items, there are no red flags such as activist pressure, board turnover or auditor rotation. From a governance standpoint, continuity should support strategic stability, but the outcome was expected and does not introduce new catalysts or risks.

Portfolio Manager

TL;DR: Results are standard; no impact on valuation or risk profile—maintain existing view.

Investors typically treat uncontested director elections and auditor ratifications as housekeeping matters. Voting tallies show overwhelming support, suggesting no brewing dissent that might foreshadow strategic shifts. Absent financial guidance or policy changes, today’s 8-K does not alter cash-flow projections, capital allocation assumptions or discount-rate inputs. Portfolio positioning in TTAN therefore remains unchanged.

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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 18, 2025

ServiceTitan, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware			001-42434	26-0331862
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
800 N. Brand Blvd. Suite 100
Glendale, California				91203
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: (855) 899-0970

(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(s)		Name of each exchange on which registered
Class A Common Stock, par value $0.001 per share		TTAN		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 June 18, 2025, ServiceTitan, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders voted on the two proposals described below, each of which is more fully described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on May 5, 2025.

The final voting results for these proposals are detailed below.

Proposal 1: Election of Directors

The Company’s stockholders elected each of the three Class I director nominees to serve until the Company’s 2028 Annual Meeting of Stockholders and until each such director's successor is duly elected and qualified. The voting results were as follows:

Nominee	Votes For	Withheld Votes	Broker Non-Votes
Tim Cabral	175,652,132	6,299,714	8,184,108
William Hsu	173,496,149	8,455,697	8,184,108
Ara Mahdessian	175,708,759	6,243,087	8,184,108

Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm

The Company's stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 31, 2026. The voting results were as follows:
 

Votes For	Votes Against	Abstentions	Broker Non-Votes
189,656,097	126,976	352,881	N/A

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.

		SERVICETITAN, INC.
Date: June 23, 2025		By:		/s/ Dave Sherry
				Dave Sherry
				Chief Financial Officer

FAQ

What proposals did ServiceTitan (TTAN) shareholders vote on at the 2025 Annual Meeting?

Shareholders voted on two items: (1) election of three Class I directors and (2) ratification of PricewaterhouseCoopers LLP as independent auditor for FY 2026.

Did all ServiceTitan director nominees get re-elected?

Yes. Tim Cabral, William Hsu and Ara Mahdessian each received over 173 million votes in favor and were re-elected to serve until the 2028 AGM.

How much support did PwC receive as ServiceTitan’s auditor?

PwC was ratified with 189,656,097 votes in favor, 126,976 against and 352,881 abstentions—approximately 99.8 % support.

Were there any broker non-votes on the auditor ratification?

No. Broker non-votes are not applicable to auditor ratification; all votes were recorded as for, against or abstain.

Is the 2025 AGM outcome likely to affect TTAN’s stock price?

Unlikely. The matters were routine and passed easily, providing no new information expected to materially change the company’s valuation outlook.