phr-20260624
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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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 24, 2026
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Phreesia, Inc.
(Exact name of registrant as specified in its charter)
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Delaware (State or other jurisdiction of incorporation or organization) | 001-38977 (Commission File Number) | 20-2275479 (I.R.S. Employer Identification Number) | ||||||
1521 Concord Pike, Suite 301 PMB 221
Wilmington, Delaware 19803
(Address of principal executive offices and zip code)
(888) 654-7473
(Registrant's telephone number, including area code)
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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, par value $0.01 per share | PHR | 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.
On June 24, 2026, Phreesia, Inc. (the “Company”) held its annual meeting of stockholders to consider and vote on the three proposals set forth below, each of which is described in greater detail in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on May 14, 2026 (the "Proxy Statement"). The final voting results are set forth below.
Proposal 1 - Election of Directors
The stockholders elected each of the two persons named below to serve as a Class I director of the Company for a three-year term that expires at the Company’s annual meeting of stockholders in 2029 and until such person’s successor has been duly elected and qualified, subject to such person’s earlier resignation or removal. The results of such vote were as follows:
Director Name | Votes For | Votes Withheld | Broker Non-Votes | |||||||||||||||||
| Chaim Indig | 42,920,634 | 589,075 | 7,978,851 | |||||||||||||||||
| Jon Kessler | 43,200,247 | 309,462 | 7,978,851 | |||||||||||||||||
Proposal 2 - Ratification of Appointment of Independent Registered Public Accounting Firm
The stockholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 31, 2027. The results of such vote were as follows:
Votes For | Votes Against | Abstentions | ||||||||||||||||||||||||||||||
| 51,326,138 | 140,574 | 21,848 | ||||||||||||||||||||||||||||||
Proposal 3 – Approval of Compensation of Named Executive Officers
The stockholders approved, on a non-binding, advisory basis, the compensation of the Company’s named executive officers as disclosed in the Proxy Statement. The results of such vote were as follows:
Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||||||||||||||||||||||||
| 42,476,742 | 855,584 | 177,383 | 7,978,851 | |||||||||||||||||||||||||||||||||||
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 hereunto duly authorized.
| Date: June 24, 2026 | Phreesia, Inc. | |||||||
| By: | /s/ Balaji Gandhi | |||||||
| Name: | Balaji Gandhi | |||||||
| Title: | Chief Financial Officer | |||||||