01—Abstract
Summary
Summary of the 8-K filed May 18, 2026. Cited figures are marked; the original filing is the authoritative source.
Circle Internet Group, Inc. (CRCL) filed this Current Report on Form 8-K to disclose the final results of matters submitted to a vote of security holders at its 2026 annual meeting of stockholders, held on May 14, 2026.
Holders of Class A common stock (one vote per share) and Class B common stock (five votes per share) voted together as a single class on all matters as of the March 16, 2026 record date; Class C holders were not entitled to vote. The filing covers four proposals: the election of three Class I directors, a non-binding advisory vote on named executive officer compensation, a non-binding advisory vote on the frequency of future say-on-pay votes, and ratification of Deloitte & Touche LLP as the independent registered public accounting firm for the year ending December 31, 2026. All three director nominees were elected to serve until the 2029 annual meeting.
Jeremy Allaire received 141,019,305 votes for and 4,446,746 against; Craig Broderick received 141,175,675 for and 4,151,492 against; and P. Sean Neville received 130,218,145 for and 15,089,492 against, with broker non-votes of 56,423,001 for each nominee. Stockholders approved the named executive officer compensation by 144,019,384 votes for against 1,267,823 against.
On the frequency question, 144,874,849 votes favored an annual vote, compared with 100,806 for two years and 423,932 for three years. Following that result, the board determined that future advisory votes on executive compensation will be held annually. Deloitte's ratification passed with 201,551,710 votes for, 154,559 against and 405,654 abstentions.
For investors, the filing is governance-focused rather than financial: it confirms board continuity, shows strong stockholder support for the executive pay program, and establishes an annual say-on-pay cadence. It contains no financial results, guidance, or transaction disclosures. Full details are in the proxy statement filed April 1, 2026.
02—Key points
Key Highlights
- Annual meeting held May 14, 2026; Class A common stock carried one vote per share and Class B carried five votes per share, with both voting together as a single class; Class C holders had no vote.
- Jeremy Allaire, Craig Broderick, and P. Sean Neville elected as Class I directors to serve until the 2029 annual meeting; Neville received the most votes against (15,089,492).
- Stockholders approved, on a non-binding advisory basis, the compensation of named executive officers with 144,019,384 votes for and 1,267,823 against.
- Stockholders favored an annual frequency for future say-on-pay votes (144,874,849 votes), and the board adopted an annual policy in response.
- Stockholders ratified Deloitte & Touche LLP as independent registered public accounting firm for the year ending December 31, 2026, with 201,551,710 votes for and 154,559 against.
- Broker non-votes of 56,423,001 were recorded on the director election and say-on-pay proposals.
03—Questions
Frequently Asked Questions
Who was elected to Circle's board at the 2026 annual meeting?
Jeremy Allaire, Craig Broderick, and P. Sean Neville were elected as Class I directors to serve until the 2029 annual meeting of stockholders, or until their successors are duly elected and qualified, or until their earlier death, resignation, disqualification, or removal.
Did stockholders approve executive compensation?
Yes. In a non-binding advisory vote, stockholders approved the compensation of the named executive officers, with 144,019,384 votes for, 1,267,823 against, 401,715 abstentions, and 56,423,001 broker non-votes.
How often will Circle hold advisory votes on executive pay going forward?
Stockholders voted for one year (144,874,849 votes), compared with 100,806 for two years and 423,932 for three years. The board determined that advisory votes on named executive officer compensation will be held annually until the next required stockholder vote on frequency.
Who is Circle's independent auditor for 2026?
Stockholders ratified the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for the year ending December 31, 2026, with 201,551,710 votes for, 154,559 against, and 405,654 abstentions.
04—Continue