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- 26.3% Say-on-pay Opposition (new) — Elevated opposition to executive compensation suggests shareholders view current pay practices as misaligned with performance or excessive.
- 21.4% Withheld Votes For Director Agrawal (new) — Significant withhold rate for one director indicates specific shareholder concerns about his board service or qualifications.
Braze shareholders signal pay concerns with 26% opposition; directors elected, charter amended
Filed July 2, 2026 · Period ending June 30, 2026 · ~1 min read
Key Changes
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high
Executive compensation received only 73.7% support (50.3M for, 17.9M against), with 26.3% opposition indicating notable shareholder dissatisfaction with pay practices.
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR → -
medium
Charter amended to eliminate officer monetary liability for duty-of-care breaches going forward, the maximum protection Delaware law permits; does not shield bad faith or duty-of-loyalty violations.
Item 5.03 — Amendments to Articles of Incorporation or Bylaws verify on EDGAR → -
medium
Director Neeraj Agrawal re-elected with 78.6% support (53.7M for, 14.6M withheld), while Yvonne Wassenaar received 98.3% (67.1M for, 1.2M withheld); Agrawal's elevated withhold votes suggest shareholder concern.
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR → -
low
Ernst & Young ratified as auditor for fiscal 2027 with 98.7% support (93.3M for, 0.9M against).
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR →
Summary
Braze's 2026 annual meeting revealed shareholder discontent on two fronts. Executive compensation passed with only 73.7% support—26.3% opposition is well above typical levels and signals that a meaningful portion of the shareholder base views pay practices as problematic. The board should expect this issue to draw continued scrutiny.
Separately, director Neeraj Agrawal was re-elected but with 21.4% of votes withheld, a notably high rate that suggests specific concerns about his board role, while fellow Class II nominee Yvonne Wassenaar sailed through with 98.3% support. Shareholders also approved a charter amendment eliminating officer liability for duty-of-care breaches, bringing Braze in line with recent Delaware law changes.
This prospective shield does not cover bad faith, intentional misconduct, or loyalty violations. The company separately cleaned up obsolete Class B stock language following the January 2026 retirement of that share class. Watch whether management addresses compensation design in upcoming quarters to rebuild shareholder confidence.
Section-by-Section Diff
Event · Item 5.07 — Submission of Matters to a Vote of Security Holders
Braze held its 2026 annual meeting; shareholders elected directors, approved executive compensation, ratified auditor, and amended charter for officer exculpation.
Added in current filing · verify on EDGAR →
The Company’s stockholders approved an amendment to our Amended and Restated Certificate of Incorporation to provide for the exculpation of officers as permitted by amendments to Delaware law: Votes For | Votes Against | Abstentions | Broker Non-Votes | 64,523,1283,753,18332,51726,248,552
Shareholders approved a charter amendment to exculpate officers from certain liability, consistent with recent Delaware law changes. The proposal passed with 94.5% support (64.5M for vs 3.8M against of 68.3M votes cast), limiting officer liability for breaches of fiduciary duty in certain circumstances.
Event · Item 5.03 — Amendments to Articles of Incorporation or Bylaws
Braze amended its certificate of incorporation to eliminate officer liability for duty-of-care breaches and remove obsolete Class B stock provisions.
Added in current filing · verify on EDGAR →
add an Article VIII to the certificate of incorporation to prospectively eliminate the monetary liability of specified officers for breaches of the fiduciary duty of care in any direct claim to the fullest extent permitted under Delaware law
Braze added a new provision to its charter that prospectively shields certain officers from monetary damages for breaching their duty of care, the maximum protection Delaware law allows. This does not affect liability for duty-of-loyalty breaches, bad faith, intentional misconduct, or knowing violations of law. The change applies only to future conduct and was previously disclosed to shareholders in the May 2026 proxy statement.
Show 1 minor / wording change
Added in current filing · verify on EDGAR →
remove provisions within the Company’s certificate of incorporation that were no longer operable following the retirement of the Company’s Class B Common Stock pursuant to the Certificate of Retirement previously filed by the Company with the Secretary of State of the State of Delaware on January 30, 2026
The company removed charter provisions related to Class B Common Stock, which was retired in January 2026. This is a housekeeping amendment to eliminate obsolete language from the governing documents.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jul 3, 2026 · How we verify