pega-20260616
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 16, 2026
____________________
PEGASYSTEMS INC.
(Exact name of Registrant as specified in its charter)
____________________
| Massachusetts | 1-11859 | 04-2787865 | ||||||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
225 Wyman Street, Waltham, MA 02451
(Address of principal executive offices, including zip code)
(617) 374-9600
(Registrant’s telephone number, including area code)
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, $.01 par value per share | PEGA | NASDAQ Global Select Market | ||||||
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
Pegasystems Inc. (the “Company”) held its 2026 Annual Meeting of Shareholders on June 16, 2026. At the Annual Meeting, the following items were presented to the shareholders of the Company for their approval, and the shareholders voted as follows:
1. The Company’s shareholders reelected the eight directors named below to serve on the Company’s Board of Directors until the 2027 Annual Meeting of Shareholders and until their successors are duly elected and qualified. The votes for each nominee were as follows:
| Rohit Ghai | Peter Gyenes | Richard Jones | Christopher Lafond | Dianne Ledingham | Sharon Rowlands | Alan Trefler | Larry Weber | |||||||||||||||||||
| FOR | 150,432,891 | 146,066,850 | 137,639,729 | 149,823,034 | 150,780,400 | 150,407,707 | 150,568,692 | 140,482,353 | ||||||||||||||||||
| AGAINST | 2,135,048 | 6,492,055 | 14,938,293 | 2,759,124 | 1,740,511 | 2,112,488 | 2,004,945 | 12,085,685 | ||||||||||||||||||
| ABSTAIN | 56,437 | 65,471 | 46,354 | 42,218 | 103,465 | 104,181 | 50,739 | 56,338 | ||||||||||||||||||
| NON VOTES | 7,091,361 | 7,091,361 | 7,091,361 | 7,091,361 | 7,091,361 | 7,091,361 | 7,091,361 | 7,091,361 | ||||||||||||||||||
2. The Company's shareholders approved the compensation of the Company's executive officers, as described in the Company's proxy statement, by a non-binding advisory vote. The votes on this proposal were as follows:
| Executive Compensation | |||||
| FOR | 148,608,236 | ||||
| AGAINST | 3,960,275 | ||||
| ABSTAIN | 55,865 | ||||
| NON VOTES | 7,091,361 | ||||
3. The Company's shareholders ratified the selection by the Audit Committee of the Company's Board of Directors of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the year ending December 31, 2026. The votes on this proposal were as follows:
| Auditors | |||||
| FOR | 157,745,439 | ||||
| AGAINST | 1,927,638 | ||||
| ABSTAIN | 42,661 | ||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Pegasystems Inc. | |||||||||||
| Dated: | June 18, 2026 | By: | /s/ Kenneth Stillwell | ||||||||
Kenneth Stillwell | |||||||||||
Chief Operating Officer and Chief Financial Officer | |||||||||||