---
schema_version: "secwatch.filing_event.v1"
accession: "0001193125-23-164552"
form_type: "8-K"
ticker: "PCOR"
cik: "0001611052"
company_name: "PROCORE TECHNOLOGIES, INC."
filed_at: "2023-06-09T23:59:59+00:00"
generated_at: "2026-06-14T03:53:01.667287+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.25
calibrated_materiality_score: 0.15
confidence: "high"
source: SEC EDGAR
---

# Procore stockholders elect directors, ratify PwC, approve say-on-pay and annual frequency

## Summary
- Elected Class II directors: Courtemanche (99.3M for), Bueker (100.2M for), Caldwell (67.0M for, 33.9M withheld).
- Ratified PwC as independent auditor for FY2023 with 132.9M votes for, 64k against.
- Advisory say-on-pay approved with 97.8M for, 3.0M against; 100.2M favored annual frequency.
- Company will hold annual advisory vote on exec compensation until next frequency vote by 2029.

## SEC filing metadata
- accession: 0001193125-23-164552
- form_type: 8-K
- ticker: PCOR
- cik: 0001611052
- company_name: PROCORE TECHNOLOGIES, INC.
- filed_at: 2023-06-09T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.25
- calibrated_materiality_score: 0.15
- confidence: high
- sec_items: 5.07
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1611052/000119312523164552/0001193125-23-164552-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1611052/000119312523164552/d510634d8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-23-164552
- JSON: https://secwatch.observer/filing/0001193125-23-164552.json
- Plain text: https://secwatch.observer/filing/0001193125-23-164552.txt

## Key facts
- Shareholder Votes
  PROCORE TECHNOLOGIES, INC. shareholders approved Election of Directors at the 2023-06-07 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2023-06-07
  source text: Proposal 1. Election of Directors. The Company’s stockholders elected the three individuals listed below as Class II directors to hold office until the Company’s 2026 annual meeting of stockholders or until their respective successors are duly elected and qualified. The final voting results are as follows: Votes For Votes Withheld Broker Non-Votes Craig F. Courtemanche, Jr. 99,251,686 1,687,138 32,077,627 Kathryn A. Bueker 100,218,734 720,090 32,077,627 Nanci E. Caldwell 67,002,746 33,936,078 32,077,627
  evidence_url: https://www.sec.gov/Archives/edgar/data/1611052/000119312523164552/0001193125-23-164552-index.htm
- Shareholder Votes
  PROCORE TECHNOLOGIES, INC. shareholders approved Advisory Vote on Frequency of Future Stockholder Advisory Votes on Compensation of Named Executive Officers at the 2023-06-07 meeting.
  - Proposal: say on pay frequency
  - Outcome: passed
  - Meeting: 2023-06-07
  source text: Proposal 4. Advisory Vote on Frequency of Future Stockholder Advisory Votes on Compensation of Named Executive Officers. The Company’s stockholders approved, on an advisory basis, one year as the preferred frequency of future stockholder votes on the compensation of the Company’s named executive officers. The final voting results are as follows: 1 Year 2 Years 3 Years Abstentions Broker Non-Votes 100,246,380 6,406 196,707 489,331 32,077,627
  evidence_url: https://www.sec.gov/Archives/edgar/data/1611052/000119312523164552/0001193125-23-164552-index.htm
- Shareholder Votes
  PROCORE TECHNOLOGIES, INC. shareholders approved Advisory Vote on Compensation of Named Executive Officers at the 2023-06-07 meeting.
  - Proposal: say on pay
  - Outcome: passed
  - Meeting: 2023-06-07
  source text: Proposal 3. Advisory Vote on Compensation of Named Executive Officers. The Company’s stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers. The final voting results are as follows: Votes For Votes Against Abstentions Broker Non-Votes 97,776,168 3,003,466 159,190 32,077,627
  evidence_url: https://www.sec.gov/Archives/edgar/data/1611052/000119312523164552/0001193125-23-164552-index.htm
- Shareholder Votes
  PROCORE TECHNOLOGIES, INC. shareholders approved Ratification of the Appointment of Independent Registered Public Accounting Firm at the 2023-06-07 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2023-06-07
  source text: Proposal 2. Ratification of the Appointment of Independent Registered Public Accounting Firm. The Company’s stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023. The final voting results are as follows: Votes For Votes Against Abstentions Broker Non-Votes 132,864,669 64,048 87,734 0
  evidence_url: https://www.sec.gov/Archives/edgar/data/1611052/000119312523164552/0001193125-23-164552-index.htm

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