Unity Software (NYSE: U) shareholders back directors, auditor and executive pay

Rhea-AI Filing Summary

Unity Software Inc. reported the results of its Annual Meeting of Stockholders held on May 13, 2026. Stockholders elected three Class III directors—Matthew Bromberg, Keisha Smith, and James M. Whitehurst—to serve until the 2029 annual meeting, with Bromberg receiving 248,442,917 votes for, Smith 202,124,544, and Whitehurst 243,929,870.

Stockholders also ratified the appointment of Ernst & Young LLP as independent registered public accounting firm for the year ending December 31, 2026, with 304,407,827 votes for and 2,109,609 against. In addition, stockholders approved, on a non-binding advisory basis, the compensation of the company’s named executive officers, with 183,882,508 votes for and 70,752,761 against.

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 Bromberg: 248,442,917 votes Votes for Smith: 202,124,544 votes Votes for Whitehurst: 243,929,870 votes +5 more

8 metrics

Votes for Bromberg 248,442,917 votes Election of Matthew Bromberg as Class III director

Votes for Smith 202,124,544 votes Election of Keisha Smith as Class III director

Votes for Whitehurst 243,929,870 votes Election of James M. Whitehurst as Class III director

Auditor ratification for 304,407,827 votes Ratification of Ernst & Young LLP for 2026

Auditor ratification against 2,109,609 votes Votes against Ernst & Young LLP for 2026

Say-on-pay for 183,882,508 votes Advisory approval of executive compensation

Say-on-pay against 70,752,761 votes Advisory vote against executive compensation

Broker non-votes 51,955,631 votes Broker non-votes on director and say-on-pay proposals

Key Terms

broker non-votes, independent registered public accounting firm, non-binding advisory basis, Annual Meeting of Stockholders, +1 more

5 terms

broker non-votes financial

"The results of such vote were ... Broker Non-Votes 51,955,631"

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.

non-binding advisory basis financial

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

A non-binding advisory basis is guidance or a recommendation offered for informational purposes that does not create legal obligations or guarantees; recipients can accept, modify, or ignore it without contractual consequences. Investors should treat it like a weather forecast for planning—useful for forming expectations and assessing risk, but not a firm promise—so they should verify assumptions, seek confirming information, and avoid relying on it as the sole basis for investment decisions.

Annual Meeting of Stockholders financial

"held its Annual Meeting of Stockholders (the “Annual Meeting”)"

Class III directors financial

"elected each of the three nominees named below as Class III directors"

Understanding 8-K Material Events →

FALSE000181080600018108062026-05-132026-05-13

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

UNITY SOFTWARE INC.

(Exact name of registrant as specified in its charter)

Delaware			001-39497			27-0334803
(State or other jurisdiction of incorporation)			(Commission File Number)			(I.R.S. Employer Identification No.)
			116 New Montgomery Street
			San Francisco, California 94105-3607
			(Address, including zip code, of principal executive offices)
			(415) 638-9950
			(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 (see General Instruction A.2. below):

☐			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, $0.000005 par value

U

The 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

On May 13, 2026, Unity Software Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders (1) elected each of the Company’s nominees for Class III directors, (2) ratified the appointment of Ernst & Young LLP as the Company’s independent registered accounting firm for the year ending December 31, 2026, and (3) approved on a non-binding advisory basis, the compensation of the Company’s named executive officers. A more complete description of each proposal is set forth in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on March 27, 2026 (the “Proxy Statement”). The final results with respect to each proposal are set forth below.

Proposal One – Election of Directors

The stockholders elected each of the three nominees named below as Class III directors to serve until the 2029 annual meeting of stockholders and until their successors are duly elected and qualified. The results of such vote were:

Director Nominee						For						Withheld						Broker Non-Votes
Matthew Bromberg						248,442,917						6,417,093						51,955,631
Keisha Smith						202,124,544						52,735,466						51,955,631
James M. Whitehurst						243,929,870						10,930,140						51,955,631

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

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

For			Against			Abstentions
304,407,827			2,109,609			298,205

Proposal Three – Advisory Vote on Executive Compensation

The stockholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers as disclosed in the Proxy Statement. The results of such vote were:

For			Against			Abstentions			Broker Non-Votes
183,882,508			70,752,761			224,741			51,955,631

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

						UNITY SOFTWARE INC.
Date: May 13, 2026						By:			/s/ Jarrod Yahes
									Jarrod Yahes
									Senior Vice President, Chief Financial Officer
									(Principal Financial Officer)

FAQ

What did Unity Software Inc. (U) stockholders vote on at the 2026 annual meeting?

Stockholders elected three Class III directors, ratified Ernst & Young LLP as independent auditor for 2026, and approved, on a non-binding advisory basis, compensation for Unity’s named executive officers as described in the March 27, 2026 proxy statement.

Who was elected as Class III directors of Unity Software Inc. (U) and for how long?

Matthew Bromberg, Keisha Smith, and James M. Whitehurst were elected as Class III directors. They will serve until Unity’s 2029 annual meeting of stockholders and until their successors are duly elected and qualified, according to the disclosed voting results.

How did Unity Software Inc. (U) stockholders vote on the auditor ratification for 2026?

Stockholders ratified Ernst & Young LLP as Unity’s independent registered public accounting firm for the year ending December 31, 2026, with 304,407,827 votes for, 2,109,609 votes against, and 298,205 abstentions recorded in the voting results.

What were the results of Unity Software Inc. (U) say-on-pay advisory vote in 2026?

Stockholders approved the compensation of Unity’s named executive officers on a non-binding advisory basis, with 183,882,508 votes for, 70,752,761 votes against, 224,741 abstentions, and 51,955,631 broker non-votes, as reported following the annual meeting.

How many votes did Unity Software Inc. (U) director nominees receive in the 2026 election?

Matthew Bromberg received 248,442,917 votes for and 6,417,093 withheld; Keisha Smith received 202,124,544 for and 52,735,466 withheld; James M. Whitehurst received 243,929,870 for and 10,930,140 withheld, with 51,955,631 broker non-votes for each.

Filing Exhibits & Attachments

3 documents

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