Appian Corporation filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$APPN
Computer Software: Prepackaged Software
Technology
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 3, 2026
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Registrant’s Telephone Number, Including Area Code: (703 ) 442-8844
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Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 3, 2026 , the Company held a virtual annual meeting of stockholders (the “Annual Meeting”). There were 65,563,774 shares of Class A and Class B common stock of the 74,363,075 shares of Class A and Class B common stock outstanding on April 8, 2026 (the “Record Date”) present at the Annual Meeting in person or by proxy, which represented approximately 92.79% of the combined voting power of the shares of Class A common stock and Class B common stock entitled to vote at the Annual Meeting (voting together as a single class), and which constituted a quorum for the transaction of business. Holders of the Company’s Class A common stock were entitled to one vote for each share held as of the close of business on the Record Date, and holders of the Company’s Class B common stock were entitled to ten votes for each share held as of the Record Date.
At the Annual Meeting, the Company’s stockholders voted on the following five proposals: (i) election of eight nominees to serve as directors until the 2027 annual meeting of stockholders and until their respective successors are elected and qualified (“Proposal 1”); (ii) ratification of the selection by the Audit Committee of the Company’s Board of Directors of BDO USA, P.C. as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2026 (“Proposal 2”); (iii) approval, on an advisory basis, of the compensation of the Company's named executive officers as described in the Company’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on April 22, 2026 (“Proposal 3”); (iv) indication of the preferred frequency of future stockholder advisory votes on named executive office compensation ("Proposal 4"); and (v) approval of the amended and restated 2017 Equity Incentive Plan ("Proposal 5"). The final results of the voting on each proposal are set forth below.
Proposal 1 – Election of Directors
The Company’s stockholders elected all nominees for director. The votes were cast as follows:
| Name | Votes For | Votes Withheld | Broker Non-Votes | |||||||||||||||||
| Matthew Calkins | 316,583,373 | 5,707,344 | 6,336,379 | |||||||||||||||||
| Michael Beckley | 316,664,296 | 5,626,421 | 6,336,379 | |||||||||||||||||
| Robert C. Kramer | 316,694,476 | 5,596,241 | 6,336,379 | |||||||||||||||||
| Shirley A. Edwards | 315,706,899 | 6,583,818 | 6,336,379 | |||||||||||||||||
| Carl "Boe" Hartman II | 321,883,825 | 406,892 | 6,336,379 | |||||||||||||||||
| Barbara "Bobbie" Kilberg | 310,152,726 | 12,137,991 | 6,336,379 | |||||||||||||||||
| David Link | 322,080,474 | 210,243 | 6,336,379 | |||||||||||||||||
| Mark Lynch | 317,056,136 | 5,234,581 | 6,336,379 | |||||||||||||||||
Proposal 2 – Ratification of the Appointment of Independent Registered Public Accounting Firm
The Company’s stockholders approved Proposal 2. The votes were cast as follows:
| Votes For | Votes Against | Abstained | ||||||||||||
| 328,493,007 | 64,169 | 69,920 | ||||||||||||
Proposal 3 – Advisory Vote on Executive Compensation
The Company’s stockholders approved, on a non-binding advisory basis, Proposal 3. The votes were cast as follows:
| Votes For | Votes Against | Abstained | Broker Non-Votes | |||||||||||||||||
| 321,617,550 | 630,831 | 42,336 | 6,336,379 | |||||||||||||||||
Proposal 4 - Advisory Vote on the Frequency of Future Advisory Votes on Named Executive Officer Compensation
The Company's stockholders indicated, on a non-binding advisory basis, the preferred frequency for the solicitation of future advisory stockholder approval of compensation paid to the Company's named executive officers be held every year. The votes were cast as follows:
| 1 year | 2 years | 3 years | Abstained | |||||||||||||||||
| 322,210,378 | 16,527 | 17,032 | 46,780 | |||||||||||||||||
Consistent with the stockholder voting results above and the recommendation of the Board of Directors of the Company as disclosed in the Company’s proxy statement for the Annual Meeting, the Company has determined to solicit a non-binding advisory vote on the compensation of the Company’s named executive officers every year until the next required stockholder vote on the frequency of such non-binding advisory vote or until the Board of Directors of the Company determines that a different frequency of such non-binding advisory vote is in the best interest of the Company’s stockholders.
Proposal 5 - Approval of the Amended and Restated 2017 Equity Incentive Plan
The Company's stockholders approved Proposal 5. The votes were cast as follows:
| Votes For | Votes Against | Abstained | Broker Non-Votes | |||||||||||||||||
| 303,474,350 | 18,783,302 | 33,065 | 6,336,379 | |||||||||||||||||
Item 9.01 Financial Statements and Exhibits.
| Exhibit No. | Description | |||||||
| 10.1 | ||||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Appian Corporation | |||||||||||
Date: June 8, 2026 | By: | /s/ Srdjan Tanjga | |||||||||
| Srdjan Tanjga | |||||||||||
| Chief Financial Officer | |||||||||||