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Aurora Innovation (AUR) investors approve directors, pay and 2026 auditor

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(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Aurora Innovation, Inc. reported the results of its 2026 annual meeting of stockholders. Holders of 1,627,535,655 shares, representing 3,628,968,624 votes and more than 76% of eligible votes as of the record date, were present in person or by proxy, establishing a quorum.

Stockholders elected three Class II directors—Gloria Boyland, Michelangelo Volpi, and Lara Caimi—to serve until the 2029 annual meeting. They also approved, on an advisory basis, the compensation of the company’s named executive officers and ratified the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026.

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Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Votes represented 3,628,968,624 votes Present at 2026 annual meeting; more than 76% of eligible votes
Shares represented 1,627,535,655 shares Shares of Class A and Class B common stock present or by proxy
Director Boyland votes for 3,068,405,249 votes Election of Gloria Boyland as Class II director
Director Volpi votes for 3,100,538,679 votes Election of Michelangelo Volpi as Class II director
Director Caimi votes for 3,150,654,403 votes Election of Lara Caimi as Class II director
Say-on-pay votes for 3,083,735,814 votes Advisory vote on compensation of named executive officers
Auditor ratification votes for 3,618,888,003 votes Ratification of PricewaterhouseCoopers LLP for fiscal year 2026
broker non-votes financial
"The results of such vote were ... 476,909,651 broker non-votes"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
advisory vote financial
"The stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers."
An advisory vote is a shareholder poll that expresses investors’ approval or concern about a company’s policy, executive pay, board decisions or other governance matters but does not legally force the company to act. Think of it like a customer survey: it signals investor sentiment and can pressure management to change course, so investors watch the result as a guide to future governance, risk and potential shifts in strategy.
independent registered public accounting firm financial
"The stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026."
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
quorum financial
"…representing a total of 3,628,968,624 votes, or more than 76% of the eligible votes … and constituting a quorum."
A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.
record date financial
"…for each share held as of the close of business on March 23, 2026 (the “Record Date”)."
The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.
Understanding 8-K Material Events →
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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): May 21, 2026
AURORA INNOVATION, INC.
(Exact name of registrant as specified in its charter)

Delaware001-4021698-1562265
(State or other jurisdiction of
incorporation or organization)		(Commission File Number)(I.R.S. Employer
Identification Number)

1654 Smallman St, Pittsburgh, PA
15222
(Address of principal executive offices)(Zip Code)
(888) 583-9506
(Registrant’s telephone number, including area code)
N/A
(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
Class A common stock, par value $0.00001 per shareAURThe Nasdaq Stock Market LLC
Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50AUROWThe Nasdaq Stock Market LLC
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) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2).
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 May 21, 2026, Aurora Innovation, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). The Company’s stockholders voted on three proposals at the Annual Meeting, each of which is described in more detail in the Company’s definitive proxy statement filed with the United States Securities and Exchange Commission (the “SEC”) on April 2, 2026. Holders of the Company’s Class A common stock were entitled to one vote for each share held as of the close of business on March 23, 2026 (the “Record Date”) and holders of the Company’s Class B common stock were entitled to ten votes for each share held as of the close of business on the Record Date. The Class A Common Stock and Class B Common Stock voted as a single class on all matters. Present at the Meeting in person or by proxy were holders of 1,627,535,655 shares of Class A common stock and Class B common stock, together representing a total of 3,628,968,624 votes, or more than 76% of the eligible votes as of the Record Date, and constituting a quorum. The final results with respect to each such proposal are set forth below:

Proposal 1 - Election of Directors.

The stockholders elected each of the three persons named below as Class II directors to serve until the 2029 annual meeting of stockholders and until their respective successors are duly elected and qualified or until their earlier death, resignation or removal. The results of such vote were:
Director NomineeForWithheldBroker Non-Votes
Gloria Boyland3,068,405,24983,653,724476,909,651
Michelangelo Volpi3,100,538,67951,520,294476,909,651
Lara Caimi3,150,654,4031,404,570476,909,651


Proposal 2 - Advisory Vote on the Compensation of Named Executive Officers.

The stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers. The results of such vote were:

ForAgainstAbstainBroker Non-Votes
3,083,735,81467,414,681908,478476,909,651


Proposal 3 - Ratification of Appointment of Independent Registered Public Accounting Firm.

The stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The results of such vote were:

ForAgainstAbstain
3,618,888,0036,926,5243,154,097


Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

EXHIBIT INDEX
Exhibit
No.		Description
104Cover Page Interactive Data File (embedded within the Inline XBRL document)


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.
Dated: May 26, 2026
AURORA INNOVATION, INC.
By:/s/ David Maday
Name:David Maday
Title:Chief Financial Officer


Source: View Original Filing on SEC EDGAR

FAQ

What did Aurora Innovation (AUR) announce in this 8-K filing?

Aurora Innovation reported the results of its 2026 annual stockholder meeting. Three proposals were approved: election of three Class II directors, an advisory vote on executive compensation, and ratification of PricewaterhouseCoopers LLP as independent registered public accounting firm for the 2026 fiscal year.

Were Aurora Innovation (AUR) proposals approved at the 2026 annual meeting?

Yes, stockholders approved all three proposals presented at the 2026 annual meeting. They elected three Class II directors, supported the advisory vote on named executive officer compensation, and ratified PricewaterhouseCoopers LLP as the company’s independent registered public accounting firm for the year ending December 31, 2026.

How many votes participated in Aurora Innovation’s 2026 stockholder meeting?

Stockholders present in person or by proxy represented 1,627,535,655 shares and 3,628,968,624 votes. This amounted to more than 76% of eligible votes as of the March 23, 2026 record date, meaning the meeting satisfied quorum requirements for conducting business.

Which directors were elected at Aurora Innovation’s 2026 annual meeting?

Stockholders elected Gloria Boyland, Michelangelo Volpi, and Lara Caimi as Class II directors. Each will serve until the 2029 annual meeting and until a successor is duly elected and qualified or earlier death, resignation, or removal, consistent with the company’s governance structure.

Did Aurora Innovation (AUR) stockholders approve executive compensation in 2026?

Yes, stockholders approved, on an advisory basis, the compensation of named executive officers. The advisory vote received 3,083,735,814 votes for, 67,414,681 against, and 908,478 abstentions, with 476,909,651 broker non-votes reported for this proposal at the meeting.

Who is Aurora Innovation’s independent auditor for the year ending December 31, 2026?

Stockholders ratified PricewaterhouseCoopers LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026. The ratification vote received 3,618,888,003 votes for, 6,926,524 against, and 3,154,097 abstentions, indicating broad support for the audit appointment.

Filing Exhibits & Attachments

4 documents

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