---
schema_version: "secwatch.filing_event.v1"
accession: "0001777393-23-000022"
form_type: "8-K"
ticker: "CHPT"
cik: "0001777393"
company_name: "ChargePoint Holdings, Inc."
filed_at: "2023-07-20T23:59:59+00:00"
generated_at: "2026-06-13T05:42:48.260262+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.35
calibrated_materiality_score: 0.15
confidence: "high"
source: SEC EDGAR
---

# ChargePoint annual meeting: all director nominees elected; officer exculpation proposal fails

## Summary
- All four Class III directors elected: Romano (123.5M for), Chao (123.3M), Chizen (106.2M), Linse (122.3M).
- Ratification of PwC as auditor passed with 250.8M votes for (99.5% of votes cast).
- Advisory say-on-pay approved with 107.5M for vs 25.4M against (excluding 119.2M broker non-votes).
- Proposal to amend charter for officer exculpation failed; 124.1M votes for, 8.8M against (119.2M broker non-votes).

## SEC filing metadata
- accession: 0001777393-23-000022
- form_type: 8-K
- ticker: CHPT
- cik: 0001777393
- company_name: ChargePoint Holdings, Inc.
- filed_at: 2023-07-20T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.35
- calibrated_materiality_score: 0.15
- confidence: high
- sec_items: 5.07
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1777393/000177739323000022/0001777393-23-000022-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1777393/000177739323000022/chpt-20230718.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001777393-23-000022
- JSON: https://secwatch.observer/filing/0001777393-23-000022.json
- Plain text: https://secwatch.observer/filing/0001777393-23-000022.txt

## Key facts
- Shareholder Votes
  ChargePoint Holdings, Inc. shareholders approved Ratification of Selection of Independent Registered Public Accounting Firm at the 2023-07-18 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2023-07-18
  source text: 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, 2024.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1777393/000177739323000022/0001777393-23-000022-index.htm
- Shareholder Votes
  ChargePoint Holdings, Inc. shareholders approved Advisory Vote to Approve the Compensation of the Company's Named Executive Officers at the 2023-07-18 meeting.
  - Proposal: say on pay
  - Outcome: passed
  - Meeting: 2023-07-18
  source text: The stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers as described in the Proxy Statement.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1777393/000177739323000022/0001777393-23-000022-index.htm
- Shareholder Votes
  ChargePoint Holdings, Inc. shareholders rejected Amendment and Restatement of the Company's Second Amended and Restated Certificate of Incorporation to Provide for the Exculpation of Officers as Permitted by Delaware Law at the 2023-07-18 meeting.
  - Proposal: charter amendment
  - Outcome: failed
  - Meeting: 2023-07-18
  source text: The stockholders did not approve the proposed amendment and restatement of the Second Amended and Restated Certificate of Incorporation of the Company to include the exculpation of officers pursuant to recent amendments to Delaware law.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1777393/000177739323000022/0001777393-23-000022-index.htm
- Shareholder Votes
  ChargePoint Holdings, Inc. shareholders approved Election of Class III directors at the 2023-07-18 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2023-07-18
  source text: The stockholders elected the following nominees as Class III directors to serve until the 2026 Annual Meeting of Stockholders or until their respective successors are duly elected and qualified.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1777393/000177739323000022/0001777393-23-000022-index.htm

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