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Get filing alertsCrowdStrike shareholders reject supermajority voting provisions, approve officer liability limits
Filed June 22, 2026 · Period ending June 17, 2026 · ~1 min read
Key Changes
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high
Shareholders voted 85.8% against ratifying supermajority voting provisions (144.9M Against vs 24.0M For), signaling strong preference for simple majority governance standards over higher thresholds for corporate actions.
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR → -
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Director Denis J. O'Leary elected with 61.4% support (104.3M For, 65.7M Withheld), while co-nominee Johanna Flower received 77.1% support, indicating notable shareholder concern about O'Leary's nomination.
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR → -
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Shareholders approved amendment limiting officer liability to maximum extent Delaware law allows (85.0% approval: 144.4M For, 24.7M Against), extending director-like protections to certain officers.
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR → -
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PricewaterhouseCoopers LLP ratified as auditor for fiscal 2027 with 98.8% approval (207.6M For, 1.4M Against), a routine outcome.
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR →
Summary
CrowdStrike's annual meeting produced a clear governance signal: shareholders overwhelmingly rejected supermajority voting provisions by 85.8%, favoring simpler majority thresholds for corporate decisions. This advisory vote, while non-binding, reflects investor preference for governance flexibility and lower barriers to shareholder action.
The board will need to consider whether to maintain these provisions against such strong opposition. Shareholders also approved officer liability limitations (85.0% support), bringing certain officers' legal protections in line with those directors typically receive under Delaware law.
More notable was the split outcome in director elections: while Johanna Flower won re-election comfortably with 77.1% support, Denis J. O'Leary received only 61.4%, with 38.6% of votes withheld. This level of opposition suggests meaningful shareholder concerns about O'Leary's continued board service, though both nominees ultimately secured their seats for three-year terms through 2029. The auditor ratification passed routinely with 98.8% approval.
Section-by-Section Diff
Event · Item 5.07 — Submission of Matters to a Vote of Security Holders
CrowdStrike shareholders approved officer liability limits, ratified auditor, but rejected supermajority voting provisions at annual meeting.
Added in current filing · verify on EDGAR →
Election of Class I Directors. The following nominees were elected to serve as Class I directors until the Company’s 2029 annual meeting of stockholders and until their respective successors are duly elected and qualified, or, if sooner, until the director’s death, resignation or removal, based on the following results of voting: Nominee | Votes For | Votes Withheld | Broker Non- Votes Johanna Flower | 131,014,818 | 39,026,380 | 39,947,114 Denis J. O’Leary 104,319,861 | 65,721,337 | 39,947,114
Both Class I director nominees were elected to three-year terms. Johanna Flower received 77.1% support (131,014,818 For, 39,026,380 Withheld), while Denis J. O'Leary received 61.4% support (104,319,861 For, 65,721,337 Withheld). O'Leary's lower support level, with 38.6% of votes withheld, indicates notable shareholder concern about his nomination.
Show 2 minor / wording changes
Added in current filing · verify on EDGAR →
Ratification of Selection of Independent Registered Public Accounting Firm. The selection of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the Company for the fiscal year ending January 31, 2027 was ratified based on the following results of voting: Votes For | Votes Against | Abstentions | Broker Non-Votes 207,551,102 | 1,434,320 | 1,002,890 | N/A
Shareholders ratified PricewaterhouseCoopers LLP as the independent auditor for fiscal year 2027. The vote was 207,551,102 For, 1,434,320 Against, 1,002,890 Abstentions (98.8% approval), reflecting routine support for the auditor selection.
Added in current filing · verify on EDGAR →
At the close of business on April 24, 2026, the record date for the Annual Meeting, there were 254,536,521 shares of Class A common stock outstanding and entitled to vote.
The company had 254,536,521 shares of Class A common stock outstanding as of the record date. Total votes cast across proposals ranged from approximately 170 million to 210 million shares, representing 67-82% participation depending on the proposal.
Event · Item 5.03 — Amendments to Articles of Incorporation or Bylaws
CrowdStrike amended its articles of incorporation or bylaws, or changed its fiscal year.
The 8-K discloses an Item 5.03 event (amendments to articles of incorporation or bylaws, or a change in fiscal year). The filing body is truncated and does not provide the specific amendment text or details of the change. Without the full disclosure, the nature and investor impact of this governance change cannot be determined.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 22, 2026 · How we verify