01—Abstract
Summary
Summary of the 8-K filed February 11, 2026. Cited figures are marked; the original filing is the authoritative source.
PTC Inc. reported the results of its Annual Meeting of Shareholders, held on February 11, 2026, under Item 5.07 of this Form 8-K.
Shareholders voted on three proposals: the election of eight directors to serve until the 2027 Annual Meeting, an advisory Say-on-Pay vote on named executive officer compensation, and an advisory vote to confirm PricewaterhouseCoopers LLP as the independent registered public accounting firm for 2026. All eight director nominees received more votes For than Withheld. Janice Chaffin drew the most Withheld votes among the nominees, at 8,347,454, while Trac Pham had the fewest, at 91,610.
Each director nominee also faced 4,520,218 broker non-votes. For the Say-on-Pay proposal, 97,603,267 votes were cast For, 8,087,505 Against, and 117,065 Abstain, with 4,520,218 broker non-votes.
For the auditor ratification, 98,501,754 votes were For, 11,788,728 Against, and 37,573 Abstain, with no broker non-votes reported. The filing reports these vote tallies only and does not describe any board action or other consequences.
02—Key points
Key Highlights
- Annual Meeting of Shareholders held February 11, 2026, with three proposals submitted to a vote
- All eight director nominees were elected to serve until the 2027 Annual Meeting; each received more For votes than Withheld votes
- Janice Chaffin received the highest Withheld count among nominees at 8,347,454, and Michal Katz received 105,238,240 For votes
- Say-on-Pay advisory vote: 97,603,267 For, 8,087,505 Against, 117,065 Abstain, 4,520,218 broker non-votes
- Advisory vote to confirm PricewaterhouseCoopers LLP as independent registered public accounting firm for 2026: 98,501,754 For, 11,788,728 Against, 37,573 Abstain
- The filing reports vote results only and contains no financial results, guidance, or transaction disclosures
03—Questions
Frequently Asked Questions
Who was up for election to the board at the February 11, 2026 annual meeting?
Eight directors were nominated to serve until the 2027 Annual Meeting of Shareholders: Neil Barua, Mark Benjamin, Robert Bernshteyn, Janice Chaffin, Michal Katz, Corinna Lathan, James Lico, and Trac Pham.
Did shareholders approve executive compensation?
The advisory Say-on-Pay proposal received 97,603,267 votes For and 8,087,505 votes Against, with 117,065 Abstain votes and 4,520,218 broker non-votes. The filing reports the vote tallies but does not state whether the proposal was approved under the company's voting standard.
Which firm was proposed as independent auditor for 2026, and how did shareholders vote?
Shareholders were asked to confirm PricewaterhouseCoopers LLP as the independent registered public accounting firm for 2026. The proposal received 98,501,754 For votes, 11,788,728 Against votes, and 37,573 Abstain votes.
Did any director nominee receive significant opposition?
Janice Chaffin received the most Withheld votes of any nominee, at 8,347,454. Corinna Lathan received 1,667,122 Withheld votes, and Mark Benjamin received 6,068,251. Trac Pham had the fewest Withheld votes, at 91,610.
04—Continue