Five9 (NASDAQ:FIVN) stockholders approved governance changes at the company’s 2026 annual meeting, including amendments to declassify the board of directors and remove supermajority voting requirements from the company’s charter.
The virtual meeting was led by Mike Burkland, Five9’s chairman of the board of directors. Burkland said the meeting had been properly convened after Tiffany Meriweather, Five9’s chief administrative and legal officer and corporate secretary, reported that a quorum was present.
Stockholders Approve Board Declassification
The first proposal approved by stockholders was an amendment and restatement of Five9’s certificate of incorporation to declassify the board of directors. Meriweather said the company’s charter previously divided the board into three classes with staggered terms.
According to Meriweather, Five9’s board unanimously approved and recommended the amendment on March 17, 2026. The change provides for a phased-in elimination of the classified board structure, which, when complete, will result in all directors standing for election annually for one-year terms.
The proposal required the affirmative vote of holders of at least 66 2/3% in voting power of the company’s outstanding stock entitled to vote on the proposal. Meriweather announced that the proposal was approved.
Supermajority Voting Requirements Removed
Stockholders also approved a second governance proposal to amend and restate Five9’s charter to remove supermajority voting requirements. Meriweather said the amendment eliminates supermajority voting requirements from the charter effective after the conclusion of the 2027 annual meeting.
Like the board declassification proposal, the measure required approval by at least 66 2/3% in voting power of the company’s outstanding stock entitled to vote on the proposal. Meriweather said the proposal was approved.
Following the approval of the first two proposals, the company paused the meeting to file the amended and restated certificate of incorporation with the Delaware Secretary of State. Meriweather later said the filing had been completed and was effective.
Directors Elected for One-Year Terms
After the charter amendments became effective, stockholders voted on the election of directors. The nominees were Amit Mathradas, Five9’s chief executive officer, and Sagar Gupta. Meriweather said the preliminary report from the inspector of election indicated that both nominees received a plurality of votes cast and were elected to serve one-year terms expiring at the 2027 annual meeting of stockholders.
The director election followed the approval and effectiveness of the board declassification amendment. Meriweather had previously stated that, if the declassification proposal passed, the directors elected at the meeting would serve one-year terms expiring at the 2027 annual meeting. If it had not passed, they would have been elected as Class III directors for three-year terms expiring in 2029.
Executive Compensation Approved; KPMG Ratified
Stockholders also approved, on a non-binding advisory basis, the compensation of Five9’s named executive officers as disclosed in the company’s proxy statement.
In addition, stockholders ratified the appointment of KPMG LLP as Five9’s independent registered public accounting firm for the fiscal year ending Dec. 31, 2026. Meriweather said Candace Beyer and Philip Ehurun of KPMG attended the meeting, with Beyer available to respond to appropriate stockholder questions.
Burkland said no questions were submitted through the virtual meeting website for either set of proposals. Meriweather said final voting results from the meeting will be reported in a Form 8-K filed with the Securities and Exchange Commission.
Burkland adjourned the meeting after the voting results were announced.
About Five9 (NASDAQ:FIVN)
Five9, Inc (NASDAQ: FIVN) is a leading provider of cloud-based contact center software designed to help organizations manage customer interactions across voice, email, chat, social media and other digital channels. Its platform offers features such as intelligent routing, analytics, workforce optimization and integrated customer relationship management (CRM) connectors. The company emphasizes AI-driven capabilities, including virtual agents and predictive dialing, to enhance both agent productivity and customer experience.
Founded in 2001 and headquartered in San Ramon, California, Five9 completed its initial public offering in February 2014.
