[8-K] Planet Labs PBC Reports Material Event

Rhea-AI Filing Summary

Planet Labs PBC (NYSE: PL) filed an 8-K detailing the results of its 10 July 2025 Annual Meeting of Stockholders. All management-backed proposals passed with comfortable margins:

• Board continuity: Co-founders William Marshall and Robert Schingler, Jr., plus new nominee Gary B. Smith, were elected as Class I directors for three-year terms.
• Auditor confirmed: 99% of votes cast (574.4 million) ratified KPMG LLP for the FY ending 31 Jan 2026.
• Say-on-pay approved: 96% of votes (512.4 million) supported FY 2026 executive compensation.

The meeting was well-attended: 176.3 million Class A & B shares representing 578.3 million voting power (≈83% of total votes outstanding) were present in person or by proxy. No other material corporate actions or financial disclosures were included.

Insights

Corporate Governance Analyst

TL;DR: Routine AGM; all proposals passed with strong support—signals shareholder confidence but no strategic shift.

Shareholder approval rates above 95% for directors, auditor, and compensation indicate limited governance friction, reducing the risk of activist intervention in the near term. Director re-election ensures continuity as Planet Labs scales its Earth-observation business, while the addition of Gary B. Smith (outside perspective) modestly diversifies board expertise. However, the filing introduces no new strategic initiatives, capital allocation changes, or financial guidance, so market impact should be negligible.

Portfolio Manager

TL;DR: Neutral event—confirms status quo; no catalysts for valuation change.

The decisive votes remove short-term uncertainty around auditor retention and executive pay, which is mildly reassuring for institutional holders. Nonetheless, absent earnings data or capital-return announcements, the 8-K does not alter cash-flow forecasts or risk profile. I classify the event as governance housekeeping rather than an investment catalyst.

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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): July 10, 2025

Planet Labs PBC

(Exact name of registrant as specified in its charter)

Delaware

001-40166

85-4299396

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

645 Harrison Street, Floor 4 San Francisco, California						94107
(Address of principal executive offices)						(Zip Code)

Registrant’s Telephone Number, Including Area Code: (415) 829-3313

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, $0.0001 par value per share

PL

New York Stock Exchange

Warrants, each warrant exercisable for one share of common stock, each at an exercise price of $11.50 per share

PLWS

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 July 10, 2025, Planet Labs PBC (the “Company”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”). Set forth below are the matters acted upon at the Annual Meeting and the final voting results on each matter. There were 282,258,344 shares of the Company’s Class A common stock and 21,157,586 shares of the Company’s Class B common stock entitled to vote as of the record date for the Annual Meeting, each share of Class A common stock being entitled to one vote, and each share of Class B common stock being entitled to twenty votes. A total of 176,302,669 shares of the Company’s Class A and Class B common stock, voting as a single class and representing in aggregate 578,296,803 votes, were represented and voted at the Annual Meeting or by proxy at the Annual Meeting.

Proposal One: Election of Directors

The Company’s stockholders re-elected William Marshall and Robert Schingler, Jr. as members of the Company’s board of directors as Class I directors for a three-year term. The results of the vote were as follows:

Nominee						For						Withheld						Broker Non-Votes
William Marshall						498,879,731						26,917,502						52,499,570
Robert Schingler, Jr.						501,552,218						24,245,015						52,499,570

Proposal Two: Election of Director

The Company’s stockholders elected Gary B. Smith as a member of the Company’s board of directors as a Class I director for a three-year term. The results of the vote were as follows:

Nominee						For						Against						Abstain						Broker Non-Votes
Gary B. Smith						523,354,853						1,289,528						1,152,852						52,499,570

Proposal Three: Ratification of Appointment of Independent Registered Public Accounting Firm

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

For						Against						Abstain						Broker Non-Votes
574,428,180						1,446,776						2,421,847						—

Proposal Four: Non-Binding Advisory Vote on the Compensation of Named Executive Officers

The Company’s stockholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers for the fiscal year ended January 31, 2026, as disclosed in the Company’s proxy statement for the Annual Meeting pursuant to the compensation disclosure rules of the Securities and Exchange Commission. The results of the vote were as follows:

For						Against						Abstain						Broker Non-Votes
512,396,576						4,296,082						9,104,575						52,499,570

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.

									Planet Labs PBC
Date: July 11, 2025			By:						/s/ Ashley Johnson
									Ashley Johnson President and Chief Financial Officer

FAQ

Which directors did Planet Labs (PL) shareholders re-elect in 2025?

Shareholders re-elected William Marshall and Robert Schingler, Jr. for three-year Class I terms.

Was a new director added to the Planet Labs board?

Yes. Gary B. Smith was elected as a Class I director for a three-year term.

Did shareholders approve Planet Labs' executive compensation?

Yes. The non-binding say-on-pay resolution passed with 512.4 million votes for and 4.3 million against.

Who will audit Planet Labs for FY ending January 31, 2026?

Shareholders ratified KPMG LLP as the independent registered public accounting firm.

How many votes were represented at the 2025 Planet Labs AGM?

A total of 578.3 million votes (176.3 million shares) were present in person or by proxy.