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Get filing alertsProcore annual meeting: directors elected, exec pay approved despite 37% opposition
Filed June 5, 2026 · Period ending June 4, 2026 · ~1 min read
Key Changes
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Shareholders approved executive compensation on advisory basis, but 37% of votes cast were against the pay package, signaling notable shareholder concern about executive pay practices.
Item 5.07 verify on EDGAR → -
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Three Class II directors elected to serve until 2029: CEO Craig Courtemanche, Kathryn Bueker, and Nanci Caldwell. Caldwell received significantly higher withheld votes (36.8M vs. 1.4M and 9.8M for others).
Item 5.07 verify on EDGAR → -
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PricewaterhouseCoopers ratified as independent auditor for 2026 with 99.6% approval, a routine annual confirmation.
Item 5.07 verify on EDGAR →
Summary
Procore Technologies held its annual shareholder meeting on June 4, 2026, with routine governance matters approved but one notable signal of shareholder concern. While all three Class II director nominees were elected and the auditor was ratified with overwhelming support, the advisory vote on executive compensation revealed meaningful opposition—37% of votes cast were against the pay package.
This non-binding say-on-pay result suggests a significant minority of shareholders have concerns about how executives are compensated, though it doesn't require any immediate changes. For retail investors, the key takeaway is the executive pay dissent level.
While not a crisis, 37% opposition is substantial enough that the board's compensation committee may face pressure to adjust practices or improve disclosure in future proxy statements. Watch for any changes to executive compensation structure or enhanced explanations in next year's proxy filing. The director elections were routine, though director Nanci Caldwell's higher withheld vote count (32% of votes cast) may warrant monitoring in future elections.
Section-by-Section Diff
Event · Item 5.07 — Submission of Matters to a Vote of Security Holders
Annual meeting results: three Class II directors elected, auditor ratified, executive compensation approved on advisory basis.
Added in current filing · verify on EDGAR →
The Company’s stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers. The final voting results are as follows: Votes For | Votes Against | Abstentions | Broker Non-Votes | 73,326,259 | 42,864,779 | 107,613 | 21,616,947
Stockholders approved executive compensation on an advisory basis, though with notable opposition (42,864,779 votes against vs. 73,326,259 for, representing approximately 37% opposition among votes cast). This non-binding say-on-pay vote reflects shareholder sentiment on executive pay practices.
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Added in current filing · verify on EDGAR →
The Company’s stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The final voting results are as follows: Votes For | Votes Against | Abstentions | Broker Non-Votes | 137,300,621 | 492,262 | 122,715 | 0
Stockholders ratified PricewaterhouseCoopers LLP as the independent auditor for fiscal year 2026 with overwhelming support (137,300,621 votes for vs. 492,262 against). This is a routine annual vote confirming the audit committee's selection.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 8, 2026 · How we verify