Boardroom Alpha
Meeting calendar
BILL · Annual meeting · Thursday, December 10, 2026

Bill Holdings Inc

4 nominees · 3 ballot items.

Stockholders will vote on the election of four Class I directors, ratification of PricewaterhouseCoopers LLP as independent auditor, and advisory approval of Named Executive Officer compensation.

Market cap
$4.3B
1Y TSR
-11.0%
Board grade
C-
Record date
Oct 13, 2026
Filing
DEF 14A
Filed Oct 27, 2026 · DEF 14A
Proposals

On the ballot3

  1. 1

    Election of Four Class I Directors

    ManagementBoard: FOR

    Elect Keri Gohman, René Lacerte, Tina Reich, and Dan Wernikoff to serve as Class I directors for three-year terms expiring at the 2029 annual meeting.

  2. 2

    Ratification of Appointment of PricewaterhouseCoopers LLP

    ManagementBoard: FOR

    Ratify the Audit Committee’s appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2027.

  3. 3

    Advisory Vote to Approve Named Executive Officer Compensation

    ManagementBoard: FOR

    Approve, on a non-binding advisory basis, the compensation of the Company’s Named Executive Officers as disclosed in the proxy statement, including the Compensation Discussion and Analysis, compensation tables, and related disclosures.

    More detail

    Proposal 3 asks stockholders to approve, on a non-binding advisory basis, the compensation paid to BILL’s Named Executive Officers for fiscal 2026. The resolution incorporates the Compensation Discussion and Analysis, compensation tables, narrative disclosures, and other Item 402 disclosures in the proxy statement. Management is seeking this vote as part of its annual Say-on-Pay process, which BILL conducts every year. The company states that its compensation program is designed to attract, retain, and motivate executives while aligning their interests with stockholders and rewarding financial performance. Fiscal 2026 compensation emphasized performance-based and time-based equity, annual cash incentives tied equally to Core Revenue and EBITDA Less Float, and longer-term incentives tied to financial performance and relative total stockholder return. The company highlights that fiscal 2026 Core Revenue reached approximately $1.5 billion, EBITDA Less Float substantially exceeded target, and the annual bonus program produced a 125.7% payout factor. The compensation program also included measures intended to control dilution and stock-based compensation expense, including reduced long-term incentive targets for several executives and a stated multi-year strategy to reduce SBC. The filing notes that the 2025 Say-on-Pay vote received approximately 93% support and that the Compensation Committee considered stockholder feedback in shaping the current program. The vote is advisory rather than binding, but the Board and Compensation Committee state that they will consider the outcome in future compensation decisions. The Board unanimously recommends voting FOR the proposal because it believes the policies and reported compensation effectively support the Company’s objectives and recent and long-term success.

Director elections

Nominees on the ballot4

Tina Chan Reich
Independent
Tenure on this board
New nominee
Ownership

Top institutional holders10

Latest 13F quarter
1ER Collective Holdings, LLC10.0%8,518,300$308M
2Starboard Value LPActivist8.2%7,025,748$254M
3VANGUARD PORTFOLIO MANAGEMENT LLC6.7%5,688,580$206M
4BlackRock, Inc.6.3%5,403,092$195M
5AMERIPRISE FINANCIAL INC6.1%5,220,415$189M
6Senvest Management, LLC4.8%4,102,668$148M
7VANGUARD CAPITAL MANAGEMENT LLC4.6%3,933,392$142M
8STATE STREET CORP3.7%3,140,742$114M
9DIMENSIONAL FUND ADVISORS LP3.3%2,829,593$102M
10WELLINGTON MANAGEMENT GROUP LLP3.1%2,675,242$97M
Filings

Recent key filings

Periodic reports
Definitive proxies
Reference

Frequently asked questions

When is the Bill Holdings Inc 2026 annual meeting?
Bill Holdings Inc (BILL) holds its 2026 annual shareholder meeting on Thursday, December 10, 2026.
What is the record date for the Bill Holdings Inc 2026 meeting?
The record date for the Bill Holdings Inc 2026 meeting is Tuesday, October 13, 2026. Shareholders of record on or before that date are eligible to vote.
Who are the director nominees for Bill Holdings Inc's 2026 meeting?
The board is presenting 4 director nominees at the Bill Holdings Inc 2026 meeting, listed with their independence status and background.
What proposals will shareholders vote on at the Bill Holdings Inc 2026 meeting?
Shareholders will vote on 3 proposals at the Bill Holdings Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.
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