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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 Earliest Event Reported): July 21, 2026
ChargePoint Holdings, Inc.
(Exact name of registrant as specified in its charter)
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| Delaware |
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001-39004 |
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84-1747686 |
(State or Other Jurisdiction
of Incorporation) |
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(Commission
File Number) |
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(IRS Employer
Identification No.) |
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254 East Hacienda Avenue
Campbell, CA
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95008 |
| (Address of Principal Executive Offices) |
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(Zip Code) |
(408) 841-4500
(Registrant’s telephone number, including area code)
240 East Hacienda Avenue, Campbell, CA 95008
(Former name, former address and former fiscal year, 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:
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| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ |
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:
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| Title of each class |
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Trading
Symbol(s) |
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Name of each exchange
on which registered |
| Common Stock, par value $0.0001 |
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CHPT |
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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 21, 2026, ChargePoint Holdings, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, 14,165,451 shares of the Company’s common stock, or approximately 54.7% of the total shares entitled to vote, were represented in person or by proxy. The matters before the Annual Meeting were described in more detail in the Company’s definitive 2026 Proxy Statement filed with the United States Securities and Exchange Commission on May 28, 2026 (the “2026 Proxy Statement”). The vote results detailed below represent final results as certified by the Inspector of Election.
Proposal One--Election of Directors. The stockholders elected the following nominees as Class III directors to serve until the 2029 Annual Meeting of Stockholders and until the election and qualification of their respective successors or their earlier death, disqualification, resignation or removal.
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| Nominee |
Votes For |
Votes Withheld |
Broker Non-Votes |
| Bruce Chizen |
4,254,847 |
687,502 |
9,223,102 |
| Michael Linse |
4,318,474 |
623,875 |
9,223,102 |
| Richard "Rick" Wilmer |
4,323,069 |
619,280 |
9,223,102 |
Proposal Two--Ratification of Selection 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 Company's fiscal year ending January 31, 2027.
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| Votes For |
Votes Against |
Abstentions |
| 13,778,952 |
240,397 |
146,102 |
Proposal Three--Advisory Vote to Approve the Compensation of the Company's Named Executive Officers. The stockholders approved, on an advisory basis, the compensation of the Company's named executive officers as disclosed in the 2026 Proxy Statement.
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| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes |
| 4,148,747 |
708,280 |
85,322 |
9,223,102 |
Item 8.01. Other Events.
Amended Compensation Program for Non-Employee Directors
As part of the Company’s regular review of the corporate governance and compensation practices of the Company and upon recommendation from the Compensation and Organizational Development Committee, the Board of Directors of the Company (the “Board”) approved an amended Compensation Program for Non-Employee Directors (“Amended Compensation Program”) effective as of July 21, 2026, primarily to approve payment of annual retainer fees in shares of the Company's common stock rather than a cash basis. The foregoing description of the Amended Compensation Program is not complete and is subject to and qualified in its entirety by reference to the Amended Compensation Program, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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| Exhibit No. |
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Description of Exhibit |
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| 10.1 |
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| 104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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 hereunto duly authorized.
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| CHARGEPOINT HOLDINGS, INC. |
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| By: |
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/s/ Mansi Khetani |
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Name: Mansi Khetani |
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Title: Chief Financial Officer |
Date: July 22, 2026
EX-10.1
2
compensationprogramfornon-.htm
EX-10.1
Document
CHARGEPOINT HOLDINGS, INC.
COMPENSATION PROGRAM FOR NON-EMPLOYEE DIRECTORS (the “Policy”)
(Effective July 21, 2026)
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1. |
Non-employee directors (“Outside Directors”) will be eligible to receive the following retainers, for their service on the Board of Directors (the “Board”) and (if applicable) as Board or a committee chair (collectively, the “Retainers”). The Retainers shall be paid in restricted stock unit (“RSU”) awards under the Company’s 2021 Equity Incentive Plan or any successor equity plan of the Company (the “Plan”). Each applicable Retainer RSU award (or pro-rata portion thereof for any Outside Director appointed at a time other than the Company’s regular annual meeting of stockholders) will be subject to the remainder of this Policy, have a target value as set forth in the table below and shall be granted annually at the same time as the Annual Equity Award discussed below. Subject to the Outside Director’s continuing service as an Outside Director or committee chair, as applicable, each such Retainer RSU award shall vest in four equal quarterly installments with the final installment vesting on the earlier of (i) the one-year anniversary of the date of grant and (ii) the date of the regular annual meeting of the Company’s stockholders held in the year following the date of grant.
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Board service |
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$ |
40,000 |
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plus (as applicable): |
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Board Chair |
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$ |
30,000 |
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Audit Committee Chair |
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$ |
20,000 |
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Compensation Committee Chair |
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$ |
15,000 |
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Nominating/Governance Committee Chair |
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$ |
8,000 |
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2. |
The reasonable expenses incurred by directors in connection with attendance at meetings of the Board and its committees will be reimbursed upon submission of appropriate documentation. |
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1. |
New Director Equity Award: On the date an Outside Director is elected or appointed to the Board, the Outside Director will automatically be granted two RSU awards under the Plan. One RSU award will have a target value of $110,000 and will vest in three equal annual installments, subject to the Outside Director’s continuing service, on each anniversary of the date of grant. The second RSU award will have a target value of (i) $110,000 multiplied by (ii) a fraction, the numerator of which is the number of months until the Company’s next annual meeting of stockholders (based on the prior year’s annual meeting date) and the denominator of which is twelve and, subject to the Outside Director’s continuing service, each such RSU award will vest in full on the date of the next regular annual meeting of the Company’s stockholders held following the date of grant.
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2. |
Annual Equity Award: Upon the conclusion of each regular annual meeting of the Company’s stockholders, each Outside Director who continues to serve as a member of the Board thereafter will automatically be granted RSUs under the Plan with a target value of $110,000. Subject to the Outside Director’s continuing service, each such RSU award will vest in full on the earlier of (i) the one-year anniversary of the date of grant and (ii) the date of the regular annual meeting of the Company’s stockholders held in the year following the date of grant.
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| C. |
General |
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1. |
The number of RSUs subject to each automatic equity award will be determined by dividing the target equity value allocated to such RSUs by the average closing price of the Company’s Common Stock as reported on the NYSE during the twenty trading days ending on (and including) the trading day prior to the date of grant, rounded down to the nearest whole share. |
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2. |
Each RSU will be settled by issuing one share of the Company’s Common Stock following vesting, unless a deferral program is implemented. |
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3. |
All equity awards will fully vest upon the earlier of (i) the death or permanent disability of such Outside Director, each as defined in the forms of RSU agreement adopted by the Board, and (ii) the occurrence of a Change in Control (as defined in the Plan) before the Outside Director’s service terminates. |
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4. |
All equity awards will be subject to the forms of RSU agreement adopted by the Board for use under the Plan consistent with the foregoing. |
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