pd-20250626FALSE000156810000015681002025-06-262025-06-26
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________________
FORM 8-K
_________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 26, 2025
_________________________
PAGERDUTY, INC.
(Exact name of Registrant as Specified in Its Charter)
_________________________
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| Delaware | 001-38856 | 27-2793871 |
(State or Other Jurisdiction
of Incorporation) | (Commission File Number) | (IRS Employer
Identification No.) |
| | | |
600 Townsend St., Suite 200 San Francisco, California | | 94103 |
| (Address of Principal Executive Offices) | | (Zip Code) |
(844) 800-3889
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
_________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
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| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | | Trading symbol(s) | | Name of each exchange on which registered |
| Common Stock, $0.000005 par value | | PD | | New York Stock Exchange (NYSE) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 5.07 Submission of Matters to a Vote of Security Holders
On June 26, 2025, PagerDuty, Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders (the “Meeting”). The Company’s stockholders voted on three proposals at the Meeting, each of which is described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on May 27, 2025. Holders of the Company’s common stock were entitled to one vote for each share held as of the close of business on May 12, 2025 (the “Record Date”). Present at the Meeting in person or by proxy were holders of 80,447,056 shares of common stock, representing 87.28% of the voting power of the shares of common stock entitled to vote as of the Record Date, which constituted a quorum under the Company’s Bylaws. A summary of the final voting results is set forth below:
Proposal 1 — Election of Directors
The stockholders elected each of the three persons named below as Class III directors to serve until the 2028 annual meeting of stockholders or until their successors are elected and qualified. The results of such vote were:
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| For | Withheld | Broker Non-Votes |
| Elena Gomez | 65,577,510 | 5,852,181 | 9,017,365 |
| Zachary Nelson | 47,781,164 | 23,648,527 | 9,017,365 |
| Bonita Stewart | 52,272,159 | 19,157,532 | 9,017,365 |
Proposal 2 — Ratification of Appointment of Independent Registered Public Accounting Firm
The stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 31, 2026. The results of such vote were:
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| For | Against | Abstain | Broker Non-Votes |
| 80,373,457 | 53,627 | 19,972 | — |
Proposal 3 — Advisory Vote to Approve Executive Compensation
The stockholders approved, on an advisory, non-binding basis, the compensation of the Company’s named executive officers. The results of such vote were:
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| For | Against | Abstain | Broker Non-Votes |
| 55,068,710 | 16,099,608 | 261,373 | 9,017,365 |
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
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| Exhibit No. | | Description |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | PagerDuty, Inc. |
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Date: June 30, 2025 | By: | /s/ Irving Gomez |
| | Name: | Irving Gomez |
| | Title: | Vice President, Deputy General Counsel & Secretary |