Cerence (NASDAQ: CRNC) investors back board, pay and auditor

Rhea-AI Filing Summary

Cerence Inc. held its 2026 annual shareholder meeting on February 12, 2026. Shareholders voted on board elections, executive pay and the company’s auditor.

All six director nominees received strong majority support, with between about 21.1 million and 22.1 million votes cast for each candidate and over 10.6 million broker non-votes recorded on each director election.

Shareholders approved, on a non-binding advisory basis, the compensation of the company’s named executive officers, with 16,307,363 votes for, 4,815,899 against and 1,099,687 abstentions, plus 10,669,339 broker non-votes.

They also strongly ratified BDO USA PC as Cerence’s independent registered public accounting firm for the fiscal year ending September 30, 2026, with 32,356,572 votes for, 436,019 against and 99,697 abstentions.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

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.

Understanding 8-K Material Events →

0001768267FALSE00017682672026-02-122026-02-12

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): February 12, 2026

________________________________________________________

CERENCE INC.

(Exact name of Registrant as Specified in Its Charter)

________________________________________________________

Delaware

001-39030

83-4177087

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(IRS Employer Identification No.)

25 Mall Road, Suite 416 Burlington, Massachusetts

01803

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s Telephone Number, Including Area Code: (857)362-7300

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, $0.01 par value

CRNC

The 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 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. o

Item 5.07    Submission of Maters to a Vote of Security Holders.

On February 12, 2026, Cerence Inc. (the “Company”) held its 2026 Annual Meeting of Shareholders (the “Annual Meeting”). At the Annual Meeting, shareholders cast their votes on three proposals as follows:

Proposal 1: To elect six members of the Company’s Board of Directors:

Director Nominee			For			Against			Abstain			Broker Non-Votes
Kristi Ann Matus			21,914,823			259,099			49,027			10,669,339
Brian Krzanich			22,060,035			129,212			33,702			10,669,339
Marianne Budnik			21,134,155			1,048,307			40,487			10,669,339
Douglas Davis			22,040,245			134,904			47,800			10,669,339
Marion Harris			22,059,610			134,215			29,124			10,669,339
Marcy Klevorn			22,062,609			119,397			40,943			10,669,339

Proposal 2: To approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers:

For			Against			Abstain			Broker Non-Votes
16,307,363			4,815,899			1,099,687			10,669,339

Proposal 3: To ratify the appointment of BDO USA PC as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2026:

For			Against			Abstain			Broker Non-Votes
32,356,572			436,019			99,697			0

SIGNATURES

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.

			Cerence Inc.
Date: February 18, 2026			By:			/s/ Brian Krzanich
						Name: Brian Krzanich
						Title: Chief Executive Officer

FAQ

What did Cerence (CRNC) shareholders vote on at the 2026 annual meeting?

Cerence shareholders voted on electing six directors, approving executive compensation on a non-binding advisory basis, and ratifying BDO USA PC as independent auditor for the fiscal year ending September 30, 2026. All three proposals received majority shareholder support.

Were all Cerence (CRNC) director nominees elected at the 2026 annual meeting?

Yes. All six director nominees were elected with strong majority support. Each nominee, including Kristi Ann Matus and Brian Krzanich, received over 21.1 million votes in favor, with relatively small numbers of votes against or abstentions and 10,669,339 broker non-votes on each election.

How did Cerence (CRNC) shareholders vote on executive compensation in 2026?

Shareholders approved Cerence’s executive compensation on a non-binding advisory basis. The proposal received 16,307,363 votes for, 4,815,899 against and 1,099,687 abstentions, plus 10,669,339 broker non-votes, indicating overall support for the pay packages of the named executive officers.

Which auditor did Cerence (CRNC) shareholders ratify for fiscal 2026?

Shareholders ratified BDO USA PC as Cerence’s independent registered public accounting firm for the fiscal year ending September 30, 2026. The ratification passed with 32,356,572 votes for, 436,019 against and 99,697 abstentions, and there were no broker non-votes on this proposal.

When and where is Cerence Inc. headquartered according to this filing?

Cerence Inc. is incorporated in Delaware and lists its principal executive offices at 25 Mall Road, Suite 416, Burlington, Massachusetts 01803. The 2026 annual meeting of shareholders referenced in the filing was held on February 12, 2026.

What stock exchange lists Cerence (CRNC) common stock?

Cerence’s common stock, with a par value of $0.01 per share, is listed on The NASDAQ Stock Market LLC under the trading symbol CRNC. This listing information is disclosed alongside the shareholder voting results in the same document.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.7 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 22.0 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.7 KB