N-able, Inc.

8-K · nabl-20260528.htm iXBRL

0001834488 2026-05-28 2026-05-28

 UNITED STATES
 SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, DC 20549
  

 FORM 8-K

   CURRENT REPORT
 PURSUANT TO SECTION 13 OR 15(d) OF
 THE SECURITIES EXCHANGE ACT OF 1934
 May 28, 2026
 Date of Report (Date of earliest event reported)
  

 N-able, Inc.
 (Exact name of registrant as specified in its charter)

      
 Delaware 001-40297 85-4069861
 (State or other jurisdiction
of incorporation) (Commission
File Number) (IRS Employer
Identification No.)

 30 Corporate Drive
 Suite 400
 Burlington , Massachusetts 01803
 (Address of principal executive offices) (Zip Code)
 Registrant's telephone number, including area code: ( 781 )  328-6490

 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 (see General Instruction A.2. below):
  

 ☐ 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
 Common Stock, $0.001 par value NABL New York Stock Exchange

 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.

 N-able, Inc. (the “Company”) held its annual meeting of stockholders on May 28, 2026 (the “Annual Meeting”). As of April 1, 2026, the record date for the Annual Meeting, 188,378,290 shares of the Company’s common stock were outstanding and entitled to vote at the Annual Meeting. A summary of the matters voted upon by the stockholders and the final voting results for each such matter are set forth below.

 Proposal One: Election of Class II Directors

 Each of the following persons was duly elected by the Company’s stockholders as a Class II director to serve for a term of three years expiring at the 2029 annual meeting of stockholders or until a successor has been duly elected and qualified, with votes as follows:

 Class II Director For Withheld Broker Non-Votes

 Michael Bingle 145,959,635 25,775,454 10,712,004
 Darryl Lewis 166,023,269 5,711,820 10,712,004
 James Cameron McMartin 150,711,369 21,023,720 10,712,004

 Proposal Two: Ratification of Appointment of Company’s Independent Registered Public Accounting Firm

 The appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 was ratified by the stockholders, with votes as follows:

 For Against Abstain

 182,242,564 104,631 99,898

 Proposal Three: Advisory Vote on Named Executive Officer Compensation

 The approval, on a non-binding advisory basis, of the compensation of our named executive officers was approved by the stockholders, with votes as follows:

 For Against Abstain Broker Non-Votes

 170,636,357 1,069,010 29,722 10,712,004

 No other matters were brought before the Annual Meeting and no other votes were held.

 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.

 N-able, Inc.

 Dated: June 2, 2026 By: /s/ Tim O'Brien

 Tim O'Brien
 Chief Financial Officer