Amplitude, Inc.

8-K · d227822d8k.htm

0001866692 2026-06-09 2026-06-09
  
  
 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 9, 2026
  
  

 Amplitude, Inc.
 (Exact name of registrant as specified in its charter)
  
  

  

 Delaware
  
 001-40817
  
 45-3937349

 (State or other jurisdiction
 of incorporation)

  
 (Commission
 File Number)

  
 (IRS Employer
Identification No.)

 201 Third Street ,  Suite 200
 San Francisco ,  California   94103
 (Address of Principal Executive Offices) (Zip Code)
 Registrant’s telephone number, including area code: (415) 231-2353
 Not Applicable
 (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

 Class A Common Stock, $0.00001 par value per share
  
 AMPL
  
 The Nasdaq Stock Market LLC

 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.

 On June 9, 2026, Amplitude, Inc. (the “Company”) held its 2026 annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders (i) elected each of the Company’s nominees as Class II directors, (ii) ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026, and (iii) approved, on an advisory (non-binding) basis, the compensation of the Company’s named executive officers. The final results with respect to each proposal are set forth below.
 Proposal One – Election of Directors
 The Company’s stockholders elected each of the three persons named below as a Class II director to serve until the Company’s 2029 annual meeting of stockholders, and until each such director’s respective successor is elected and qualified. The results of such vote were:
  

 Name
   
 Votes For
  
   
 Votes
Withheld
  
   
 Broker
 Non-Votes
  

 Pat Grady

   
  
 160,262,713
  
   
  
 15,742,726
  
   
  
 14,202,984
  

 Curtis Liu

   
  
 162,616,013
  
   
  
 13,389,426
  
   
  
 14,202,984
  

 Catherine Wong

   
  
 164,902,426
  
   
  
 11,103,013
  
   
  
 14,202,984
  

 Proposal Two – 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 December 31, 2026. The results of such vote were:
  

 Votes For

  
 Votes Against

  
 Abstentions

  
 Broker Non-Votes

 190,036,610
  
 117,267
  
 54,546
  
 —

 Proposal Three – Approval, on an Advisory (Non-Binding) Basis, of the Compensation of the Company’s Named Executive Officers
 The Company’s stockholders approved, on an advisory (non-binding) basis, the compensation of the Company’s named executive officers. The results of such vote were:
  

 Votes For

  
 Votes Against

  
 Abstentions

  
 Broker Non-Votes

 172,928,572
  
 1,934,698
  
 1,142,169
  
 14,202,984

 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.
  

  

  
 AMPLITUDE, INC.

 Date: June 10, 2026
  

  

  

  
 By:
  
 /s/ Andrew Casey

  

  

  
 Andrew Casey

  

  

  
 Chief Financial Officer