Chime Financial, Inc.

8-K · chme-20260602.htm iXBRL

0001795586 2026-06-02 2026-06-02 0001795586 exch:XNAS 2026-06-02 2026-06-02

 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

 June 2, 2026
 Date of Report (date of earliest event reported)
 ___________________________________
 Chime Financial, Inc.
 (Exact name of registrant as specified in its charter)
 ___________________________________

 Delaware
 (State or other jurisdiction of
 incorporation or organization)
   001-42693
 (Commission File Number)
 46-0925388
 (I.R.S. Employer Identification Number)

 101 California Street, Suite 500
 San Francisco , CA 94111

 (Address of principal executive offices and zip code)

 ( 844 ) 244-6363

 (Registrant's telephone number, including area code)

 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, par value $0.0001
 CHYM
 The Nasdaq Stock Market LLC

 Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.
 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 2, 2026, at the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Chime Financial, Inc. (the “Company”), the Company’s stockholders voted upon the following proposals described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 17, 2026: (1) to elect three nominees as Class I directors, to hold office until the 2029 Annual Meeting of Stockholders and until their successors are duly elected and qualified; (2) to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026; (3) to approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers; and (4) to select, on a non-binding advisory basis, whether future advisory votes on the compensation of the Company's named executive officers should be held every one, two, or three years.

 The final voting results with respect to each proposal are as set forth below.

 (1) Proposal for the election of three Class I directors:

 For
 Against
 Abstain
 Broker Non-Votes

 Christopher Britt
 669,932,083
 22,666,650
 115,016
 120,030,740

 Shawn Carolan
 691,382,248
 1,170,676
 160,825
 120,030,740

 James Dunne
 667,719,395
 24,832,777
 161,577
 120,030,740

 Based on the votes set forth above, each director nominee was duly elected to serve until the 2029 Annual Meeting of Stockholders and until his or her successor is duly elected and qualified.

 (2) Proposal to ratify Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026:

 For
 Against
 Abstain

 812,274,646
 316,594
 153,249

 Based on the votes set forth above, the stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

 (3) Proposal to approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers:

 For
 Against
 Abstain
 Broker Non-Votes

 685,837,192
 6,658,614
 217,943
 120,030,740

 Based on the votes set forth above, the stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers.

 (4) Proposal to select, on a non-binding advisory basis, whether future advisory votes on the compensation of the Company’s named executive officers should be held every one, two, or three years:

 1 Year
 2 Years
 3 Years
 Abstain
 Broker Non-Votes

 691,498,616
 17,654
 209,974
 987,505
 120,030,740

 Based on the votes set forth above, the stockholders advised that they were in favor of every one year as the frequency of holding a non-binding advisory vote on named executive officer compensation. Based on the results of the vote, and consistent with the recommendation of the Company’s Board of Directors (the “Board”), the Board has determined to hold a non-binding advisory vote regarding named executive officer compensation every one year until the next required non-binding advisory vote on the frequency of holding future votes regarding named executive officer compensation.

 SIGNATURE

 Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 Chime Financial, Inc.

 June 4, 2026
 By:
 /s/ Adam Frankel

 Name:
 Adam Frankel

 Title:
 General Counsel and Corporate Secretary