--- schema_version: "secwatch.filing_event.v1" accession: "0001412408-23-000081" form_type: "8-K" ticker: "PHR" cik: "0001412408" company_name: "Phreesia, Inc." filed_at: "2023-06-28T23:59:59+00:00" generated_at: "2026-06-13T15:28:29.820009+00:00" event_type: "other" sentiment: "neutral" materiality_score: 0.15 calibrated_materiality_score: 0.15 confidence: "high" source: SEC EDGAR --- # Phreesia stockholders elect all three Class I directors; all four proposals pass at 2023 annual meeting ## Summary - Chaim Indig, Michael Weintraub, Edward Cahill elected as Class I directors; Indig 45.3M votes for, Weintraub 32.4M, Cahill 28.2M. - Ratification of KPMG as auditor approved: 48.7M for, 6,243 against. - Non-binding say-on-pay passed: 42.3M for, 3.7M against. - Amendment to limit officer liability under Delaware law approved: 41.1M for, 4.9M against. ## SEC filing metadata - accession: 0001412408-23-000081 - form_type: 8-K - ticker: PHR - cik: 0001412408 - company_name: Phreesia, Inc. - filed_at: 2023-06-28T23:59:59+00:00 - event_type: other - sentiment: neutral - materiality_score: 0.15 - calibrated_materiality_score: 0.15 - confidence: high - sec_items: 5.07 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1412408/000141240823000081/0001412408-23-000081-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1412408/000141240823000081/phr-20230628.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001412408-23-000081 - JSON: https://secwatch.observer/filing/0001412408-23-000081.json - Plain text: https://secwatch.observer/filing/0001412408-23-000081.txt ## Key facts - Shareholder Votes Phreesia, Inc. shareholders approved Election of Directors at the 2023-06-28 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-06-28 source text: Proposal 1 - Election of Directors The stockholders elected each of the three persons named below to serve as a Class I director of the Company for a three-year term that expires at the Company’s annual meeting of stockholders in 2026 and until such person’s successor has been duly elected and qualified, subject to such person’s earlier resignation or removal. The results of such vote were as follows: Director Name Votes For Votes Withheld Broker Non-Votes Chaim Indig 45,313,503 762,223 2,658,244 Michael Weintraub 32,397,537 13,678,189 2,658,244 Edward Cahill 28,242,497 17,833,229 2,658,244 evidence_url: https://www.sec.gov/Archives/edgar/data/1412408/000141240823000081/0001412408-23-000081-index.htm - Shareholder Votes Phreesia, Inc. shareholders approved Approval of an Amendment to the Company's Seventh Amended and Restated Certificate of Incorporation to Limit the Liability of Certain Officers of the Company as Permitted Pursuant to Recent Amendments to the Delaware General Corporation Law at the 2023-06-28 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2023-06-28 source text: Proposal 4 – Approval of an Amendment to the Company's Seventh Amended and Restated Certificate of Incorporation to Limit the Liability of Certain Officers of the Company as Permitted Pursuant to Recent Amendments to the Delaware General Corporation Law The stockholders approved an amendment to the Company's Seventh Amended and Restated Certificate of Incorporation to limit the liability of certain officers of the Company as permitted pursuant to recent amendments to the Delaware General Corporation Law. The results of such vote were as follows: Votes For Votes Against Abstentions Broker Non-Votes 41,142,382 4,915,658 17,686 2,658,244 evidence_url: https://www.sec.gov/Archives/edgar/data/1412408/000141240823000081/0001412408-23-000081-index.htm - Shareholder Votes Phreesia, Inc. shareholders approved Ratification of Appointment of Independent Registered Public Accounting Firm at the 2023-06-28 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2023-06-28 source text: Proposal 2 - Ratification of Appointment of Independent Registered Public Accounting Firm The stockholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 31, 2024. The results of such vote were as follows: Votes For Votes Against Abstentions 48,713,742 6,243 13,985 evidence_url: https://www.sec.gov/Archives/edgar/data/1412408/000141240823000081/0001412408-23-000081-index.htm - Shareholder Votes Phreesia, Inc. shareholders approved Approval of Compensation of Named Executive Officers at the 2023-06-28 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2023-06-28 source text: Proposal 3 – Approval of Compensation of Named Executive Officers The stockholders approved, on a non-binding, advisory basis, the compensation of the Company’s named executive officers as disclosed in the proxy statement. The results of such vote were as follows: Votes For Votes Against Abstentions Broker Non-Votes 42,344,172 3,712,553 19,001 2,658,244 evidence_url: https://www.sec.gov/Archives/edgar/data/1412408/000141240823000081/0001412408-23-000081-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.