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Compass (NYSE: COMP) holders approve directors, PwC and 2025 pay

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

Rhea-AI Filing Summary

Compass, Inc. reported results from its annual stockholder meeting. Investors elected three Class II directors—Allan Leinwand, Charles Phillips, and Pamela Thomas-Graham—to serve until the 2029 annual meeting. Leinwand received 734,027,441 votes for, Phillips 633,891,873, and Thomas-Graham 731,823,945, with broker non-votes reported in each case.

Stockholders also ratified PricewaterhouseCoopers LLP as independent registered public accounting firm for 2026, with 822,455,190 votes for. In addition, they approved, on an advisory basis, 2025 compensation for named executive officers, with 728,038,105 votes for and 29,281,778 against.

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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.
Votes for Allan Leinwand 734,027,441 votes Election as Class II director until 2029
Votes for Charles Phillips 633,891,873 votes Election as Class II director until 2029
Votes for Pamela Thomas-Graham 731,823,945 votes Election as Class II director until 2029
Auditor ratification for votes 822,455,190 votes Ratification of PwC as 2026 independent auditor
Say-on-pay for votes 728,038,105 votes Advisory approval of 2025 NEO compensation
Say-on-pay broker non-votes 68,135,389 votes Advisory vote on 2025 named executive officer pay
broker non-votes financial
"Pamela Thomas-Graham | 731,823,945 | 24,867,819 | 906,430 | 68,135,389"
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.
independent registered public accounting firm financial
"ratify the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for 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.
advisory basis financial
"To approve, on an advisory basis, the 2025 compensation paid to the Company's named executive officers"
named executive officers financial
"To approve, on an advisory basis, the 2025 compensation paid to the Company's named executive officers"
Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.
annual meeting of stockholders financial
"Compass, Inc. (the "Company") held its annual meeting of stockholders (the "Annual Meeting")"
Understanding 8-K Material Events →
0001563190FALSE00015631902026-05-142026-05-14

 
 
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 14, 2026
 
 
Compass, Inc.
(Exact name of Registrant as Specified in Its Charter)
 
 
 
Delaware 001-40291 30-0751604
(State or Other Jurisdiction of Incorporation)
 
(Commission File Number)
 
(IRS Employer Identification No.)
 
110 Fifth Avenue, 4th Floor
New York, New York
 10011
(Address of Principal Executive Offices) (Zip Code)
Registrant’s Telephone Number, Including Area Code: (646) 982-0353
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 Instructions 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
 
Name of Each Exchange on Which Registered
Class A Common Stock, $0.00001 par value per share COMP 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 May 14, 2026, Compass, Inc. (the "Company") held its annual meeting of stockholders (the "Annual Meeting"). The stockholders of the Company voted on the following three proposals at the Annual Meeting, each of which is more fully described in the Company's definitive proxy statement filed with the Securities and Exchange Commission on April 3, 2026:

1.To elect three Class II director nominees, Allan Leinwand, Charles Phillips and Pamela Thomas-Graham, to serve on the Board of Directors until the 2029 annual meeting of stockholders and until their respective successors are elected and qualified;
2.To ratify the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for 2026; and
3.To approve, on an advisory basis, the 2025 compensation paid to the Company's named executive officers.

Regarding the voting on the proposals at the Annual Meeting, each share of Class A common stock represented one vote and each share of Class C common stock represented twenty votes. Class B common stock does not have voting rights.

1.    Election of Class II Directors

NomineeForAgainstAbstainBroker Non-Votes
Allan Leinwand
734,027,44122,659,225911,52868,135,389
Charles Phillips 633,891,873100,802,86122,903,46068,135,389
Pamela Thomas-Graham731,823,94524,867,819906,43068,135,389
Based on the votes set forth above, each director nominee was duly elected to serve until the 2029 annual meeting of stockholders and until their successor is duly elected and qualified.

2.    Ratification of the Appointment of PricewaterhouseCoopers LLP as the Company's Independent Public Accounting Firm for 2026

ForAgainstAbstain
822,455,1901,926,3581,352,035

Based on the votes set forth above, the stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for 2026.

3.    Advisory Vote to Approve 2025 Named Executive Officers Compensation

ForAgainstAbstainBroker Non-Votes
728,038,10529,281,778278,31168,135,389

Based on the votes set forth above, the stockholders approved, on an advisory basis, the 2025 compensation of the Company's named executive officers.

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 thereunto duly authorized.
 
  COMPASS, INC.
Date: May 15, 2026
  By: /s/ Ethan Glass
   Ethan Glass
   Chief Legal Officer and Corporate Secretary

Source: View Original Filing on SEC EDGAR

FAQ

What did Compass (COMP) shareholders decide at the 2026 annual meeting?

Compass shareholders elected three Class II directors, ratified PricewaterhouseCoopers LLP as 2026 auditor, and approved 2025 executive compensation on an advisory basis. These votes confirm the existing board slate, auditor relationship, and pay practices for named executive officers.

Which directors were elected to the Compass (COMP) board in 2026?

Shareholders elected Allan Leinwand, Charles Phillips, and Pamela Thomas-Graham as Class II directors to serve until the 2029 annual meeting. Each nominee received a majority of votes cast, with additional broker non-votes recorded that did not affect the election outcomes.

How did Compass (COMP) shareholders vote on the 2026 auditor ratification?

Shareholders ratified PricewaterhouseCoopers LLP as Compass’s independent registered public accounting firm for 2026, with 822,455,190 votes for, 1,926,358 against, and 1,352,035 abstentions. This advisory ratification supports continuing the existing external audit relationship for the 2026 fiscal year.

Was Compass (COMP) executive compensation approved in the 2025 say-on-pay vote?

Yes. Shareholders approved, on an advisory basis, 2025 compensation for named executive officers, with 728,038,105 votes for, 29,281,778 against, 278,311 abstentions, and 68,135,389 broker non-votes. This supports the company’s disclosed 2025 executive pay program and structure.

How many votes did Charles Phillips receive in the Compass (COMP) director election?

Charles Phillips received 633,891,873 votes for, 100,802,861 against, and 22,903,460 abstentions, plus 68,135,389 broker non-votes. Despite notable opposition and abstentions, the for votes were sufficient for his election as a Class II director through the 2029 annual meeting.

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