Form 8-K APPFOLIO INC For: Jun 12
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 12, 2026
(Exact name of registrant as specified in its chart
(State or other jurisdiction of incorporation)
| (Commission File Number) | (IRS Employer Identification Number) | ||||
(Address of principal executive offices)
Registrant’s telephone number, including area code: (805 ) 364-6093
N/A
(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:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| 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:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||
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.
The AppFolio, Inc. 2026 Annual Meeting of Stockholders (the “Annual Meeting”) was held on June 12, 2026. As of April 16, 2026, the record date for the Annual Meeting (the “Record Date”), AppFolio, Inc. (the "Company") had outstanding 24,028,908 shares of Class A Common Stock and 11,329,625 shares of Class B Common Stock. At the Annual Meeting, 20,842,533 shares of Class A Common Stock and 11,235,106 shares of Class B Common Stock were present virtually or represented by proxy. Each share of Class A Common Stock outstanding on the Record Date was entitled to one vote on each proposal presented at the Annual Meeting, and each share of Class B Common Stock outstanding on the Record Date was entitled to ten votes on each proposal presented at the Annual Meeting.
Following is a brief description of, and the final results of the voting on, each of the proposals voted upon at the Annual Meeting. The proposals are described in more detail in the Company's Definitive Proxy Statement on Schedule 14A, which was filed with the Securities and Exchange Commission on April 28, 2026.
Proposal 1 – Election of Class II Directors
The first proposal voted upon at the Annual Meeting was the election of two Class II directors, Olivia Nottebohm and Saori Casey, to a three-year term to hold office until the Company’s 2029 Annual Meeting of Stockholders, and until the date on which their respective successors are duly elected and qualified.
At the Annual Meeting, the Class II directors were elected by the following votes:
| Name of Director | For | Withheld | Broker Non-Votes | |||||||||||||||||
| Olivia Nottebohm | 125,033,431 | 6,146,417 | 2,013,745 | |||||||||||||||||
| Saori Casey | 130,956,960 | 222,888 | 2,013,745 | |||||||||||||||||
Proposal 2 – Ratification of Appointment of Independent Registered Public Accounting Firm
The second proposal voted upon at the Annual Meeting was the ratification of the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026.
At the Annual Meeting, the proposal was approved by the following vote:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 133,132,040 | 52,759 | 8,794 | — | |||||||||||||||||
Proposal 3 – Advisory Vote on Named Executive Officer Compensation
The third proposal voted upon at the Annual Meeting was the approval, on a non-binding, advisory basis, of the compensation of the Company's named executive officers.
At the Annual Meeting, the proposal was approved by the following vote:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 130,615,480 | 546,022 | 18,346 | 2,013,745 | |||||||||||||||||
SIGNATURE
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 hereunto duly authorized.
| AppFolio, Inc. | |||||||||||
| Date: June 15, 2026 | By: /s/ Evan Pickering | ||||||||||
| Name: Evan Pickering | |||||||||||
| Title: General Counsel | |||||||||||
ATTACHMENTS / EXHIBITS
XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT
XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT