ChargePoint Holdings Inc.
07/22/2026 | Press release | Distributed by Public on 07/22/2026 14:58
Proxy Results (Form 8-K)
Item 5.07. Submission of Matters to a Vote of Security Holders.
On July 21, 2026, ChargePoint Holdings, Inc. (the "Company") held its 2026 Annual Meeting of Stockholders (the "Annual Meeting"). At the Annual Meeting, 14,165,451 shares of the Company's common stock, or approximately 54.7% of the total shares entitled to vote, were represented in person or by proxy. The matters before the Annual Meeting were described in more detail in the Company's definitive 2026 Proxy Statement filed with the United States Securities and Exchange Commission on May 28, 2026 (the "2026 Proxy Statement"). The vote results detailed below represent final results as certified by the Inspector of Election.
Proposal One--Election of Directors. The stockholders elected the following nominees as Class III directors to serve until the 2029 Annual Meeting of Stockholders and until the election and qualification of their respective successors or their earlier death, disqualification, resignation or removal.
| Nominee | Votes For | Votes Withheld | Broker Non-Votes | ||||||||
| Bruce Chizen | 4,254,847 | 687,502 | 9,223,102 | ||||||||
| Michael Linse | 4,318,474 | 623,875 | 9,223,102 | ||||||||
| Richard "Rick" Wilmer | 4,323,069 | 619,280 | 9,223,102 | ||||||||
Proposal Two--Ratification of Selection of Independent Registered Public Accounting Firm. The stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the Company's fiscal year ending January 31, 2027.
| Votes For | Votes Against | Abstentions | ||||||
| 13,778,952 | 240,397 | 146,102 | ||||||
Proposal Three--Advisory Vote to Approve the Compensation of the Company's Named Executive Officers. The stockholders approved, on an advisory basis, the compensation of the Company's named executive officers as disclosed in the 2026 Proxy Statement.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||
| 4,148,747 | 708,280 | 85,322 | 9,223,102 | ||||||||
Item 8.01. Other Events.
Amended Compensation Program for Non-Employee Directors
As part of the Company's regular review of the corporate governance and compensation practices of the Company and upon recommendation from the Compensation and Organizational Development Committee, the Board of Directors of the Company (the "Board") approved an amended Compensation Program for Non-Employee Directors ("Amended Compensation Program") effective as of July 21, 2026, primarily to approve payment of annual retainer fees in shares of the Company's common stock rather than a cash basis. The foregoing description of the Amended Compensation Program is not complete and is subject to and qualified in its entirety by reference to the Amended Compensation Program, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
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