Planet Labs PBC filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
$PL
Radio And Television Broadcasting And Communications Equipment
Technology
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): July 10, 2025
(Exact name of registrant as specified in its charter)
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Registrant’s Telephone Number, Including Area Code: (415 ) 829-3313
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(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:
Securities registered pursuant to Section 12(b) of the Act:
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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).
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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.
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Item 5.07. Submission of Matters to a Vote of Security Holders.
On July 10, 2025, Planet Labs PBC (the “Company”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”). Set forth below are the matters acted upon at the Annual Meeting and the final voting results on each matter. There were 282,258,344 shares of the Company’s Class A common stock and 21,157,586 shares of the Company’s Class B common stock entitled to vote as of the record date for the Annual Meeting, each share of Class A common stock being entitled to one vote, and each share of Class B common stock being entitled to twenty votes. A total of 176,302,669 shares of the Company’s Class A and Class B common stock, voting as a single class and representing in aggregate 578,296,803 votes, were represented and voted at the Annual Meeting or by proxy at the Annual Meeting.
Proposal One: Election of Directors
The Company’s stockholders re-elected William Marshall and Robert Schingler, Jr. as members of the Company’s board of directors as Class I directors for a three-year term. The results of the vote were as follows:
| Nominee | For | Withheld | Broker Non-Votes | |||||||||||||||||
| William Marshall | 498,879,731 | 26,917,502 | 52,499,570 | |||||||||||||||||
| Robert Schingler, Jr. | 501,552,218 | 24,245,015 | 52,499,570 | |||||||||||||||||
Proposal Two: Election of Director
The Company’s stockholders elected Gary B. Smith as a member of the Company’s board of directors as a Class I director for a three-year term. The results of the vote were as follows:
| Nominee | For | Against | Abstain | Broker Non-Votes | ||||||||||||||||||||||
| Gary B. Smith | 523,354,853 | 1,289,528 | 1,152,852 | 52,499,570 | ||||||||||||||||||||||
Proposal Three: Ratification of Appointment of Independent Registered Public Accounting Firm
The Company’s stockholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 31, 2026. The results of the vote were as follows:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 574,428,180 | 1,446,776 | 2,421,847 | — | |||||||||||||||||
Proposal Four: Non-Binding Advisory Vote on the Compensation of Named Executive Officers
The Company’s stockholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers for the fiscal year ended January 31, 2026, as disclosed in the Company’s proxy statement for the Annual Meeting pursuant to the compensation disclosure rules of the Securities and Exchange Commission. The results of the vote were as follows:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 512,396,576 | 4,296,082 | 9,104,575 | 52,499,570 | |||||||||||||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Planet Labs PBC | |||||||||||
Date: July 11, 2025 | By: | /s/ Ashley Johnson | |||||||||
Ashley Johnson President and Chief Financial Officer | |||||||||||