snow-20260629
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 29, 2026
SNOWFLAKE INC.
(Exact name of registrant as specified in its charter)
Delaware | 001-39504 | 46-0636374 | ||||||||||||
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
135 Constitution Drive | 94025 | |||||||||||||
| Menlo Park, | California | |||||||||||||
(Address of Principal Executive Offices) | (Zip Code) | |||||||||||||
(844) 766-9355
(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 (see General Instruction A.2. below):
☐ 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 | SNOW | 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 29, 2026, Snowflake Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”) virtually via live webcast. As of the close of business on May 5, 2026, the record date for the Annual Meeting, there were 346,602,915 shares of the Company’s Common Stock outstanding and entitled to vote at the meeting. The following proposals were voted upon at the Annual Meeting, and the final voting results with respect to each such proposal are set forth below.
Proposal 1 — Election of Directors. The Company’s stockholders elected the following Class III director nominees to serve until the Company’s Annual Meeting of Stockholders in 2029 and until his or her successor is duly elected and qualified, or until his or her earlier death, resignation, or removal. The results of such vote were:
| Nominee | For | Withheld | Broker Non-Votes | |||||||||||
| Teresa Briggs | 152,250,186 | 69,210,029 | 68,679,845 | |||||||||||
| Mark D. McLaughlin | 132,204,602 | 89,255,613 | 68,679,845 | |||||||||||
| Sridhar Ramaswamy | 176,034,865 | 45,425,350 | 68,679,845 | |||||||||||
Proposal 2 — Non-binding Advisory Vote to Approve the Compensation of the Company’s Named Executive Officers. The Company’s stockholders did not approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers. The results of such vote were:
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 96,340,999 | 124,481,663 | 637,553 | 68,679,845 | |||||||||||
Proposal 3 — Ratification 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 January 31, 2027. The results of such vote were:
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 287,917,821 | 1,863,830 | 358,409 | — | |||||||||||
Proposal 4 — Stockholder Proposal Requesting Majority Vote for Director Elections. The Company’s stockholders approved a non-binding stockholder proposal requesting majority vote for director elections. The results of such vote were:
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 143,119,265 | 77,384,473 | 956,477 | 68,679,845 | |||||||||||
No other matters were submitted for stockholder action at the Annual Meeting.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Snowflake Inc. | ||||||||||||||
| Date: June 30, 2026 | ||||||||||||||
| By: | /s/ Brian Robins | |||||||||||||
| Brian Robins | ||||||||||||||
| Chief Financial Officer | ||||||||||||||