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  4. [8-K] WEALTHFRONT CORP Reports Material Event

Wealthfront (NASDAQ: WLTH) investors back directors and Ernst & Young

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

Rhea-AI Filing Summary

Wealthfront Corporation held its 2026 Annual Meeting of Stockholders, where shareholders elected two Class I directors and ratified Ernst & Young LLP as the independent registered public accounting firm for the year ending January 31, 2027.

Stockholders representing 121,142,898 shares of common stock, about 81.03% of shares entitled to vote, were present or represented by proxy, establishing a quorum. David Fortunato and Andrew S. Rachleff each received over 110 million votes in favor, and the auditor ratification proposal passed with 120,824,845 votes for and minimal opposition.

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 represented at meeting 121,142,898 shares Common stock present or represented at 2026 Annual Meeting
Quorum percentage 81.03% Portion of outstanding shares entitled to vote at Annual Meeting
Votes for David Fortunato 111,080,627 votes Election as Class I director
Votes for Andrew S. Rachleff 110,314,842 votes Election as Class I director
Votes for auditor ratification 120,824,845 votes Ratification of Ernst & Young LLP as independent auditor
Votes against auditor ratification 74,853 votes Opposing Ernst & Young LLP ratification
Annual Meeting of Stockholders financial
"On June 23, 2026, Wealthfront Corporation held its 2026 Annual Meeting of Stockholders."
quorum financial
"shares of common stock...were present virtually or represented by proxy, which constituted a quorum for the transaction of business."
A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.
Broker Non-Votes financial
"Nominee | Votes For | Votes 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
"To ratify 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.
Class I director financial
"To elect each of David Fortunato and Andrew S. Rachleff as a Class I director"
A class I director is a member of a company’s board who belongs to one of several groups whose terms expire in a specified year under a staggered election system; each class is elected on a different cycle so only a portion of the board faces re-election each year. This matters to investors because it affects how quickly control of the board can change, the company’s continuity and oversight, and the ease of mounting or defending against takeover efforts—think of a team where only some players are replaced each season rather than the whole roster at once.
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Understanding 8-K Material Events →
0001524566FALSE00015245662026-06-232026-06-23

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 23, 2026

Wealthfront Corporation

(Exact name of registrant as specified in its charter)

Delaware001-4298720-8280144
(State or other jurisdiction
of incorporation)		(Commission
File Number)		(IRS Employer
Identification No.)
261 Hamilton Avenue
Palo Alto, California
94301
(Address of principal executive offices)
(Zip Code)


(844) 995-8437
(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:
☐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 classTrading Symbol(s)Name of each exchange on which registered
Common stock, $0.0001 par value per shareWLTHThe 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.
Annual Meeting of Stockholders

On June 23, 2026, Wealthfront Corporation (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). The Company’s stockholders voted on two proposals at the Annual Meeting, each of which is described below as well as more fully in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on May 11, 2026. 121,142,898 shares of common stock, representing approximately 81.03% of the total outstanding shares entitled to vote at the Annual Meeting, were present virtually or represented by proxy, which constituted a quorum for the transaction of business.

At the Annual Meeting, the Company’s stockholders voted on the following proposals:

1.To elect each of David Fortunato and Andrew S. Rachleff as a Class I director to serve until the Company’s 2029 annual meeting of stockholders and until such director’s successor has been duly elected and qualified, or until such director’s earlier death, resignation, disqualification, retirement, or removal.
2.To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 31, 2027.

The final voting results for each of these proposals are as follows:

Proposal One: Election of Class I Directors

NomineeVotes ForVotes WithheldBroker Non-Votes
David Fortunato111,080,6276,619,6723,442,599
Andrew S. Rachleff110,314,8427,385,4573,442,599

Each of the two nominees for director was elected to serve until the Company’s 2029 annual meeting of stockholders and until such director’s successor has been duly elected and qualified, or until such director’s earlier death, resignation, disqualification, retirement, or removal.

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

Votes ForVotes AgainstAbstentionsBroker Non-Votes
120,824,84574,853243,2000

The Company’s stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending January 31, 2027.
2

SIGNATURE
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.
Wealthfront Corporation
Date:June 24, 2026By:/s/ Alan Imberman
Name: Alan Imberman
Title: Chief Financial Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did Wealthfront (WLTH) shareholders vote on at the 2026 Annual Meeting?

Shareholders voted on two items: electing Class I directors David Fortunato and Andrew S. Rachleff, and ratifying Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending January 31, 2027.

Was there a quorum at Wealthfront (WLTH)’s 2026 Annual Meeting of Stockholders?

Yes, there was a quorum. Holders of 121,142,898 shares of common stock, representing approximately 81.03% of the total outstanding shares entitled to vote, were present virtually or represented by proxy at the meeting.

How did Wealthfront (WLTH) shareholders vote on the Class I director nominees?

David Fortunato received 111,080,627 votes for, 6,619,672 votes withheld, and 3,442,599 broker non-votes. Andrew S. Rachleff received 110,314,842 votes for, 7,385,457 votes withheld, and 3,442,599 broker non-votes, resulting in both being elected as Class I directors.

What were the results for Wealthfront (WLTH)’s auditor ratification proposal?

Shareholders ratified Ernst & Young LLP as independent registered public accounting firm for the year ending January 31, 2027, with 120,824,845 votes for, 74,853 votes against, 243,200 abstentions, and no broker non-votes reported on this proposal.

Filing Exhibits & Attachments

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