IBTA Ibotta, Inc. - 8-K

Item 5.07 Submission of Matters to a Vote of Security Holders.

On May 19, 2026, the Company held its 2026 annual meeting of shareholders (the “Meeting”). As of the record date for the Meeting, which was established by the Board to be the close of business on March 23, 2026, there were 20,768,166 shares of the Company’s Class A common stock, with a par value of $0.00001 per share (the “Class A common stock”), outstanding (each entitled to one vote per share), and 3,077,424 shares of the Company’s Class B common stock, with a par value of $0.00001 per share (the “Class B common stock” and, together with the Class A common stock, the “common stock”), outstanding (each entitled to 20 votes per share). The common stock voted as a single class on all matters. Of the 23,845,590 shares of common stock outstanding as of the record date, 15,508,056 shares were represented at the Meeting or by proxy, together representing a total of 69,419,112 votes, or a majority of the voting power of all issued and outstanding shares of common stock as of the record date, and constituting a quorum under the Company’s amended and restated bylaws. The shareholders considered four proposals at the Meeting, each of which is described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 7, 2026 (the "Proxy Statement"). The final number of votes cast for and against and the final number of abstentions and broker non-votes with respect to each proposal voted upon are set forth below.

Proposal 1. The shareholders elected two Class II directors to hold office for a three-year term expiring at the 2029 annual meeting of shareholders and until their respective successors are duly elected and qualified, by the following vote:

Name

For

Against

Abstain

Broker Non-Votes

Amit Doshi

64,027,356

1,737,483

64,533

3,589,740

Larry Sonsini

65,521,774

243,105

64,493

3,589,740

Proposal 2. The shareholders approved, on an advisory (non-binding) basis, the compensation of the Company's named executive officers, as disclosed in the Proxy Statement, by the following vote:

For

Against

Abstain

Broker Non-Votes

65,559,261

190,917

79,194

3,589,740

Proposal 3. The shareholders approved, on an advisory (non-binding) basis, that the frequency of the vote on the compensation of the Company's named executive officers occur every one year, by the following vote:

1 Year

2 Years

3 Years

Abstain

Broker Non-Votes

65,739,126

17,307

9,169

63,770

3,589,740

In accordance with the recommendation of our Board and the voting results of our shareholders on this advisory (non-binding) proposal, the Company has determined that it will hold an advisory (non-binding) vote on the compensation of our named executive officers on an annual basis. The next required advisory (non-binding) vote on the frequency of approval of the compensation of our named executive officers will take place no later than the Company’s annual meeting of shareholders in 2032.

Proposal 4. The shareholders ratified the appointment of KPMG, LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026, by the following vote:

For

Against

Abstain

Broker Non-Votes

69,313,700

41,851

63,561

0

No other items were presented for shareholder approval at the Meeting.