---
schema_version: "secwatch.filing_event.v1"
accession: "0001676238-23-000083"
form_type: "8-K"
ticker: "BRZE"
cik: "0001676238"
company_name: "Braze, Inc."
filed_at: "2023-07-05T23:59:59+00:00"
generated_at: "2026-06-13T12:42:34.782022+00:00"
event_type: "other"
sentiment: "neutral"
materiality_score: 0.3
calibrated_materiality_score: 0.15
confidence: "high"
source: SEC EDGAR
---

# Braze stockholders elect Agrawal and Pepper as Class II directors, approve say-on-pay

## Summary
- Neeraj Agrawal elected with 273,511,974 votes for, 5,504,184 withheld, 19,581,954 broker non-votes.
- Doug Pepper elected with 278,920,909 votes for, 95,249 withheld.
- Advisory vote on executive compensation approved: 278,864,453 for, 84,451 against.
- Stockholders preferred one-year frequency for say-on-pay; company will hold annual advisory votes.
- Ratification of Ernst & Young as auditor for FY ending Jan 31, 2024: 298,549,349 for.

## SEC filing metadata
- accession: 0001676238-23-000083
- form_type: 8-K
- ticker: BRZE
- cik: 0001676238
- company_name: Braze, Inc.
- filed_at: 2023-07-05T23:59:59+00:00
- event_type: other
- sentiment: neutral
- materiality_score: 0.3
- calibrated_materiality_score: 0.15
- confidence: high
- sec_items: 5.07
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1676238/000167623823000083/0001676238-23-000083-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1676238/000167623823000083/brz-20230629.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001676238-23-000083
- JSON: https://secwatch.observer/filing/0001676238-23-000083.json
- Plain text: https://secwatch.observer/filing/0001676238-23-000083.txt

## Key facts
- Shareholder Votes
  Braze, Inc. shareholders approved Approval, on a Non-Binding, Advisory Basis, of the Compensation of the Company’s Named Executive Officers at the 2023-06-29 meeting.
  - Proposal: say on pay
  - Outcome: passed
  - Meeting: 2023-06-29
  source text: Proposal 2 – Approval, on a Non-Binding, Advisory Basis, of the Compensation of the Company’s Named Executive Officers Stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed in the Proxy Statement, by the following votes: Votes For Votes Against Abstentions Broker Non-Votes 278,864,453 84,451 67,254 19,581,954
  evidence_url: https://www.sec.gov/Archives/edgar/data/1676238/000167623823000083/0001676238-23-000083-index.htm
- Shareholder Votes
  Braze, Inc. shareholders approved Election of Directors at the 2023-06-29 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2023-06-29
  source text: Proposal 1 — Election of Directors Neeraj Agrawal and Doug Pepper were each elected to serve as a Class II director of the Company’s Board of Directors until the 2026 Annual Meeting of Stockholders and until his successor is duly elected or until his earlier resignation or removal by the following votes: Nominee Votes For Votes Withheld Broker Non-Votes Neeraj Agrawal 273,511,974 5,504,184 19,581,954 Doug Pepper 278,920,909 95,249 19,581,954
  evidence_url: https://www.sec.gov/Archives/edgar/data/1676238/000167623823000083/0001676238-23-000083-index.htm
- Shareholder Votes
  Braze, Inc. shareholders approved Ratification of the Selection of Independent Registered Public Accounting Firm at the 2023-06-29 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2023-06-29
  source text: Proposal 4 — Ratification of the Selection of Independent Registered Public Accounting Firm The stockholders ratified the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 31, 2024 by the following votes: Votes For Votes Against Abstentions 298,549,349 5,701 43,062
  evidence_url: https://www.sec.gov/Archives/edgar/data/1676238/000167623823000083/0001676238-23-000083-index.htm
- Shareholder Votes
  Braze, Inc. shareholders approved Approval, on an Advisory Basis, of the Preferred Frequency of Stockholder Advisory Votes on the Compensation of the Company's Named Executive Officers at the 2023-06-29 meeting.
  - Proposal: say on pay frequency
  - Outcome: passed
  - Meeting: 2023-06-29
  source text: Proposal 3 – Approval, on an Advisory Basis, of the Preferred Frequency of Stockholder Advisory Votes on the Compensation of the Company's Named Executive Officers. Stockholders voted with respect to the proposal to indicate, on an advisory basis, the preferred frequency of stockholder advisory votes on the compensation of the Company's named executive officers by the following votes: One Year Two Years Three Years Abstentions Broker Non-Votes 278,610,799 18,695 353,038 33,626 19,581,954
  evidence_url: https://www.sec.gov/Archives/edgar/data/1676238/000167623823000083/0001676238-23-000083-index.htm

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