---
schema_version: "secwatch.filing_event.v1"
accession: "0001193125-22-301796"
form_type: "8-K"
ticker: "BILL"
cik: "0001786352"
company_name: "BILL Holdings, Inc."
filed_at: "2022-12-09T23:59:59+00:00"
generated_at: "2026-06-21T06:52:57.074945+00:00"
event_type: "other_material"
sentiment: "negative"
materiality_score: 0.65
calibrated_materiality_score: 0.15
confidence: "high"
source: SEC EDGAR
---

# Bill.com shareholders reject advisory say-on-pay vote at 2022 annual meeting

## Summary
- Four Class III directors elected: Cakebread, Hornik, Jacobs, Kline. All received majority votes.
- Ratification of Ernst & Young as auditor approved with 92,598,621 for, 39,297 against.
- Advisory vote on executive compensation failed: 31,248,801 for vs 56,774,231 against, plus 4,585,420 broker non-votes.
- Failed say-on-pay vote signals significant shareholder discontent with executive compensation.

## SEC filing metadata
- accession: 0001193125-22-301796
- form_type: 8-K
- ticker: BILL
- cik: 0001786352
- company_name: BILL Holdings, Inc.
- filed_at: 2022-12-09T23:59:59+00:00
- event_type: other_material
- sentiment: negative
- materiality_score: 0.65
- calibrated_materiality_score: 0.15
- confidence: high
- sec_items: 5.07
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1786352/000119312522301796/0001193125-22-301796-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1786352/000119312522301796/d402871d8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-22-301796
- JSON: https://secwatch.observer/filing/0001193125-22-301796.json
- Plain text: https://secwatch.observer/filing/0001193125-22-301796.txt

## Key facts
- Shareholder Votes
  BILL Holdings, Inc. shareholders approved Election of Class III Directors at the 2022-12-08 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2022-12-08
  source text: 1. The following Class III Directors were elected to serve until the 2025 Annual Meeting of Stockholders or until their successors are duly elected and qualified: For Withheld Broker Non-Votes Steven Cakebread 74,095,789 13,966,231 4,585,420 David Hornik 71,295,945 16,766,075 4,585,420 Brian Jacobs 62,480,507 25,581,513 4,585,420 Allie Kline 70,739,888 17,322,132 4,585,420
  evidence_url: https://www.sec.gov/Archives/edgar/data/1786352/000119312522301796/0001193125-22-301796-index.htm
- Shareholder Votes
  BILL Holdings, Inc. shareholders approved Ratification of appointment of Ernst & Young LLP as independent registered public accounting firm for fiscal year ending June 30, 2023 at the 2022-12-08 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2022-12-08
  source text: 2. The ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2023 was approved: For Against Abstain 92,598,621 39,297 9,522
  evidence_url: https://www.sec.gov/Archives/edgar/data/1786352/000119312522301796/0001193125-22-301796-index.htm
- Shareholder Votes
  BILL Holdings, Inc. shareholders rejected Non-binding advisory vote to approve the compensation of the Company’s named executive officers at the 2022-12-08 meeting.
  - Proposal: say on pay
  - Outcome: failed
  - Meeting: 2022-12-08
  source text: 3. The non-binding advisory vote to approve the compensation of the Company’s named executive officers was as follows: For Against Abstain Broker Non-Votes 31,248,801 56,774,231 38,988 4,585,420
  evidence_url: https://www.sec.gov/Archives/edgar/data/1786352/000119312522301796/0001193125-22-301796-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.