EverQuote, Inc.

8-K · ever-20260604.htm iXBRL

0001640428 2026-06-04 2026-06-04

  
 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 04, 2026

  
  
 EverQuote, Inc.
 (Exact name of Registrant as Specified in Its Charter)
  
  

 Delaware

 001-38549

 26-3101161

 (State or Other Jurisdiction
of Incorporation)

 (Commission File Number)

 (IRS Employer
Identification No.)

  

  

  

  

  

 141 Portland Street

  

 Cambridge , Massachusetts

  

 02139

 (Address of Principal Executive Offices)

  

 (Zip Code)

  

 Registrant’s Telephone Number, Including Area Code: (855) 522-3444

  

  

 (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(s)

  

Name of each exchange on which registered

 Class A Common Stock, $0.001 par value per share

  

 EVER

  

 The Nasdaq Global Market

 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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
 As further described in Item 5.07 of this Current Report on Form 8-K, on June 4, 2026, at the EverQuote, Inc. (the “Company”) 2026 Annual Meeting of Stockholders, the Company's stockholders approved an amendment to the Company's Restated Certificate of Incorporation to provide for exculpation from personal liability for certain officers as permitted by Delaware law (the “Amendment”). A more complete description of the Amendment is set forth in Proposal 2 contained in the Company’s definitive proxy statement for the 2026 Annual Meeting, which was filed with the Securities and Exchange Commission on April 23, 2026. On June 4, 2026, the Company filed a Certificate of Amendment to the Company's Restated Certificate of Incorporation with the Secretary of State of Delaware.
  
 The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
 Item 5.07 Submission of Matters to a Vote of Security Holders.
 1.	The Company’s stockholders voted to elect David Blundin, Sanju Bansal, Paul Deninger, Jayme Mendal, George Neble, John Shields, and Mira Wilczek to the Company’s Board of Directors until the Company’s 2027 Annual Meeting of Stockholders or until their successors are duly elected and qualified, subject to their earlier death, resignation or removal. The results of the stockholders’ vote with respect to the election of such directors were as follows:
  

 Votes
For

 Votes
Withheld

 Broker
Non-Votes

 David Blundin

   47,002,059

  

   11,904,774

  

   5,414,347

 Sanju Bansal

   48,870,086

  

   10,036,747

  

   5,414,347

 Paul Deninger

   50,291,733

  

   8,615,100

  

   5,414,347

 Jayme Mendal

   51,722,420

  

   7,184,413

  

   5,414,347

 George Neble

   50,081,990

  

   8,824,843

  

   5,414,347

 John Shields

   50,292,343

  

   8,614,490

  

   5,414,347

 Mira Wilczek

   50,262,497

  

   8,644,336

  

   5,414,347

  
 2.	The Company's stockholders voted to approve the Amendment to reflect new Delaware law provisions regarding officer exculpation. The results of the stockholders' vote with respect to the approval of the Amendment were as follows:

 For

 Against

 Abstentions

  

 Broker Non-Votes

   45,911,856

  

   12,956,805

  

   38,172

  

  5,414,347

  
 3. The Company’s stockholders voted to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The results of the stockholders’ vote with respect to such ratification were as follows:

 For

 Against

 Abstentions

   64,003,403

  

   282,976

  

   34,801

  
 Item 9.01 Financial Statements and Exhibits.
  
 (d) Exhibits

 3.1

 Certificate of Amendment to Restated Certificate of Incorporation of EverQuote, Inc.

 104

 Cover Page Interactive Data File (embedded within the Inline XBRL document)

  
  

 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 hereunto duly authorized.

  

  

  

 EVERQUOTE, INC.

  

  

  

  

 Date:

 June 5, 2026

 By:

 /s/ Jon Ayotte

  

  

  

  Jon Ayotte, Chief Accounting Officer