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Waystar (NASDAQ: WAY) investors re-elect board, ratify KPMG and choose annual say-on-pay

Filing Impact
(Moderate)
Filing Sentiment
(Negative)
Form Type
8-K

Rhea-AI Filing Summary

Waystar Holding Corp. reported the results of its 2026 annual meeting of stockholders. Four Class II directors — Robert A. Demichiei, John Driscoll, Paul G. Moskowitz, and Lauren Young — were re-elected to the board to serve until the 2029 annual meeting.

Stockholders also approved the ratification of KPMG LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026. In a non-binding advisory vote on how often to hold future say-on-pay votes, stockholders selected a frequency of one year, and the company will hold these compensation votes annually until at least the 2032 meeting.

Positive

  • None.

Negative

  • None.
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.
Shares entitled to vote 191,685,290 shares Common stock entitled to vote at 2026 annual meeting
Shares voted 180,908,036 shares Shares present in person or by proxy at 2026 meeting
Votes for Demichiei 175,709,113 votes For votes to re-elect Robert A. Demichiei as Class II director
Votes for Driscoll 153,505,736 votes For votes to re-elect John Driscoll as Class II director
Auditor ratification for votes 180,884,990 votes Votes for ratifying KPMG LLP as 2026 independent auditor
One-year say-on-pay votes 176,047,038 votes Support for annual advisory vote on executive compensation
Say-on-pay broker non-votes 3,488,788 votes Broker non-votes on say-on-pay frequency item
broker non-votes financial
"Each director received the number of votes set forth below. Name | For | Withheld | Broker Non-Votes"
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
"The ratification of the appointment of KPMG 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
"A frequency of "one year" was selected, on a non-binding advisory basis, as the recommended frequency"
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.
emerging growth company regulatory
"405 of this chapter) or 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.
Annual Meeting of Stockholders financial
"held its 2026 Annual Meeting of Stockholders (the "Annual Meeting")"
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FALSE00019903542026Q100019903542026-04-292026-04-29

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 1, 2026
Waystar Holding Corp.
(Exact name of registrant as specified in its charter)
Delaware001-4212584-2886542
(State or other jurisdiction
of incorporation)		(Commission
File Number)		(IRS Employer
Identification No.)
1550 Digital Drive, #300
Lehi, Utah 84043
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (844) 492-9782
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:
¨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
Common Stock, par value $0.01 per shareWAYThe 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 1, 2026, Waystar Holding Corp. (the "Company") held its 2026 Annual Meeting of Stockholders (the "Annual Meeting"). There were 191,685,290 shares of the Company's common stock entitled to be voted at the Annual Meeting, of which 180,908,036 were voted in person or by proxy. The results for each item submitted for a vote of stockholders are as follows.
1.Each of the following four directors were re-elected to the Company's Board of Directors as Class II directors, to serve until the Company's annual meeting of stockholders in 2029 and until their respective successors are elected and qualified. Each director received the number of votes set forth below.
NameForWithheldBroker Non-Votes
Robert A. Demichiei175,709,1131,710,1353,488,788
John Driscoll153,505,73623,913,5123,488,788
Paul G. Moskowitz172,273,0955,146,1533,488,788
Lauren Young176,923,242496,0063,488,788
2.The ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 was approved as set forth below.
ForAgainstAbstainBroker Non-Votes
180,884,9907,07115,975N/A
3.A frequency of "one year" was selected, on a non-binding advisory basis, as the recommended frequency of future advisory votes to approve the compensation of the Company’s named executive officers as set forth below.
One YearTwo YearsThree YearsAbstainBroker Non-Votes
176,047,0384,7421,285,27582,1933,488,788
Consistent with the recommendation of the Board of Directors of the Company and the recommended frequency selected by stockholders, the Company has determined that future advisory votes to approve the compensation of the Company’s named executive officers will take place every year until the next advisory vote on the frequency of such votes, which will occur no later than the Company’s Annual Meeting of Stockholders in 2032.


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 3, 2026Waystar Holding Corp.
By:/s/ Gregory R. Packer
Name:Gregory R. Packer
Title:Chief Legal Officer


Source: View Original Filing on SEC EDGAR

FAQ

What did Waystar (WAY) stockholders decide about the board of directors at the 2026 annual meeting?

Stockholders re-elected four Class II directors to the board, each to serve until the 2029 annual meeting. The directors are Robert A. Demichiei, John Driscoll, Paul G. Moskowitz, and Lauren Young, all receiving strong majority support in the vote results.

How many Waystar (WAY) shares were entitled to vote and actually voted at the 2026 annual meeting?

There were 191,685,290 shares of common stock entitled to vote, and 180,908,036 shares were voted in person or by proxy. This indicates high participation by stockholders in the 2026 annual meeting decisions and governance matters presented.

Did Waystar (WAY) stockholders ratify KPMG as the independent auditor for 2026?

Yes. Stockholders ratified KPMG LLP as Waystar’s independent registered public accounting firm for the fiscal year ending December 31, 2026, with 180,884,990 votes for, 7,071 votes against, and 15,975 abstentions, and no broker non-votes reported for this item.

What say-on-pay vote frequency did Waystar (WAY) stockholders prefer in 2026?

Stockholders selected a frequency of one year for future advisory votes on executive compensation. The one-year option received 176,047,038 votes, compared with 4,742 for two years, 1,285,275 for three years, and 82,193 abstentions, plus 3,488,788 broker non-votes.

How often will Waystar (WAY) hold future advisory votes on executive compensation?

Waystar will hold advisory votes on named executive officer compensation every year, consistent with the board’s recommendation and stockholder preference. The company plans to maintain this annual frequency until the next advisory vote on frequency, scheduled no later than the 2032 annual meeting.

Were there significant broker non-votes in Waystar (WAY) 2026 director elections?

Yes. Each director election item showed 3,488,788 broker non-votes. Despite these broker non-votes, all four Class II director nominees received substantial "for" votes, comfortably exceeding the withheld votes and securing re-election to the board through the 2029 annual meeting.

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