Rubrik Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
$RBRK
Computer Software: Prepackaged Software
Technology
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 3, 2026, Rubrik, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders (1) elected each of the Company’s nominees for Class II director, (2) ratified the appointment by the Audit Committee of the Board of Directors of the Company (the “Audit Committee”) of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 31, 2027, and (3) approved, on an advisory basis, every one year as the preferred frequency of stockholder advisory votes on the compensation of the Company’s named executive officers. The final results with respect to each proposal are set forth below.
Proposal One – Election of Directors
The stockholders elected each of the three nominees named below as Class II directors to hold office until the 2029 annual meeting of stockholders and their successors are duly elected and qualified, or until their earlier death, resignation or removal. The results of such vote were:
| Nominee | For | Withheld | Broker Non-Vote | |||||||||||||||||
| Asheem Chandna | 963,427,829 | 7,288,223 | 44,493,277 | |||||||||||||||||
| Ravi Mhatre | 931,385,414 | 39,330,638 | 44,493,277 | |||||||||||||||||
| Arvind Nithrakashyap | 966,093,445 | 4,622,607 | 44,493,277 | |||||||||||||||||
Proposal Two – Ratification of Selection of Independent Registered Public Accounting Firm
The stockholders ratified the appointment by the Audit Committee of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 31, 2027. The results of such vote were:
| For | Against | Abstain | ||||||||||||
| 1,013,250,788 | 1,449,686 | 508,855 | ||||||||||||
Proposal Three – Advisory Vote on the Frequency of Future Stockholder Advisory Votes on the Compensation of the Company’s Named Executive Officers
The stockholders approved, on an advisory basis, every one year as the preferred frequency of stockholder advisory votes on the compensation of the Company’s named executive officers. The results of such vote were:
| 1 Year | 2 Years | 3 Years | Abstain | Broker Non-Vote | ||||||||||||||||||||||
| 970,083,338 | 130,905 | 290,742 | 211,067 | 44,493,277 | ||||||||||||||||||||||
Based on these results and consistent with the Company’s recommendation, the Company’s board of directors has determined that the Company will conduct future stockholder advisory votes on the compensation program for its named executive officers every one year.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: June 5, 2026
| Rubrik, Inc. | ||||||||||||||
| By: | /s/ Kiran Choudary | |||||||||||||
| Name: | Kiran Choudary | |||||||||||||
| Title: | Chief Financial Officer | |||||||||||||