ChargePoint shareholders elect directors, ratify PwC, approve say-on-pay; board shifts director retainers to RSUs

ChargePoint Holdings, Inc.

Stockholders elected Bruce Chizen, Michael Linse, and Richard Wilmer as Class III directors with ~4.3M votes each; 9.2M broker non-votes.
Ratified PricewaterhouseCoopers as independent auditor for FY ending Jan 31, 2027: 13.8M for, 240k against.
Advisory vote approved named executive officer compensation: 4.1M for, 708k against, 9.2M broker non-votes.
Board approved amended compensation program for non-employee directors, effective July 21, 2026, switching annual retainer fees from cash to RSUs.
Retainer amounts: Board $40k, Board Chair $30k, Audit Chair $20k, Comp Chair $15k, Nominating Chair $8k; annual equity award $110k RSU.

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