8-K

Procore Technologies, Inc.

Date: June 9, 2023

/s/ Benjamin C. Singer

Benjamin C. Singer

Chief Legal Officer and Corporate Secretary

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 7, 2023

Procore Technologies, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware

001-40396

73-1636261

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

6309 Carpinteria Avenue,

Carpinteria, CA

93013

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s Telephone Number, Including Area Code: (866) 477-6267

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading
Symbol(s)

Name of each exchange

on which registered

Common stock, $0.0001 par value

PCOR

The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07

Submission of Matters to a Vote of Security Holders.

Procore Technologies, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”) on June 7, 2023. As of April 13, 2023, the record date for the Annual Meeting, 140,414,156 shares of the Company’s common stock were outstanding and entitled to vote at the Annual Meeting. The final voting results for each of the proposals submitted to a vote of the Company’s stockholders at the Annual Meeting are set forth below. These proposals are described in detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 26, 2023.

Proposal 1. Election of Directors.

The Company’s stockholders elected the three individuals listed below as Class II directors to hold office until the Company’s 2026 annual meeting of stockholders or until their respective successors are duly elected and qualified. The final voting results are as follows:


	Votes For	Votes Withheld	Broker Non-Votes
Craig F. Courtemanche, Jr.	99,251,686	1,687,138	32,077,627
Kathryn A. Bueker	100,218,734	720,090	32,077,627
Nanci E. Caldwell	67,002,746	33,936,078	32,077,627

Proposal 2. Ratification of the Appointment of Independent Registered Public Accounting Firm.

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, 2023. The final voting results are as follows:


Votes For	Votes Against	Abstentions	Broker Non-Votes
132,864,669	64,048	87,734	0

Proposal 3. Advisory Vote on Compensation of Named Executive Officers.

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
97,776,168	3,003,466	159,190	32,077,627

Proposal 4. Advisory Vote on Frequency of Future Stockholder Advisory Votes on Compensation of Named Executive Officers.

The Company’s stockholders approved, on an advisory basis, one year as the preferred frequency of future stockholder votes on the compensation of the Company’s named executive officers. The final voting results are as follows:


1 Year	2 Years	3 Years	Abstentions	Broker Non-Votes
100,246,380	6,406	196,707	489,331	32,077,627

In light of the voting results for Proposal 4 and consistent with the recommendation of the Company’s board of directors, the Company will include an advisory vote on executive compensation in its proxy materials every year until the next advisory vote on the frequency of future stockholder advisory votes on the compensation of the Company’s named executive officers, which will occur no later than the Company’s 2029 annual meeting of stockholders.