Coinbase Global Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
$COIN
Finance: Consumer Services
Finance
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 18, 2025
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Item 5.07. Submission of Matters to a Vote of Security Holders.
On June 18, 2025, Coinbase Global, Inc. (the “Company”) held its 2025 annual meeting of stockholders (the “Annual Meeting”). The Company’s stockholders voted on three proposals at the Annual Meeting, each of which is described below as well as more fully in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 25, 2025 (the “Proxy Statement”). Holders of the Company’s Class A common stock were entitled to one vote for each share held as of the close of business on April 21, 2025 (the “Record Date”), and holders of the Company’s Class B common stock were entitled to twenty votes for each share held as of the close of business on the Record Date. The Class A common stock and Class B common stock voted as a single class on all matters at the Annual Meeting.
At the Annual Meeting, the Company’s stockholders voted on the following proposals:
1.To elect Brian Armstrong, Marc L. Andreessen, Paul Clement, Christa Davies, Frederick Ernest Ehrsam III, Kelly A. Kramer, Chris Lehane, Tobias Lütke, Gokul Rajaram, and Fred Wilson to serve until the Company’s 2026 annual meeting of stockholders and until such director’s successor is duly elected and qualified.
2.To ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2025.
3.To approve, on a non-binding advisory basis, the compensation paid by the Company to its named executive officers as disclosed in the Proxy Statement.
The final voting results for each of these proposals are as follows:
Proposal 1: Election of Directors. | |||||||||||
Nominee | Votes For | Votes Withheld | Broker Non-Votes | ||||||||
| Brian Armstrong | 930,421,840 | 18,100,643 | 47,079,294 | ||||||||
| Marc L. Andreessen | 891,403,095 | 57,119,388 | 47,079,294 | ||||||||
| Paul Clement | 947,820,619 | 701,864 | 47,079,294 | ||||||||
| Christa Davies | 947,947,717 | 574,766 | 47,079,294 | ||||||||
Frederick Ernest Ehrsam III | 891,077,142 | 57,445,341 | 47,079,294 | ||||||||
| Kelly A. Kramer | 944,294,176 | 4,228,307 | 47,079,294 | ||||||||
| Chris Lehane | 947,525,265 | 997,218 | 47,079,294 | ||||||||
Tobias Lütke | 947,194,927 | 1,327,556 | 47,079,294 | ||||||||
| Gokul Rajaram | 912,821,562 | 35,700,921 | 47,079,294 | ||||||||
Fred Wilson | 938,447,742 | 10,074,741 | 47,079,294 | ||||||||
Each of the ten nominees for director was elected to serve until the Company’s 2026 annual meeting of stockholders and until his or her successor has been duly elected and qualified.
Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm. | |||||||||||
Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||
| 994,621,717 | 772,665 | 207,395 | — | ||||||||
The Company’s stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2025.
Proposal 3: Advisory Vote on the Compensation of the Named Executive Officers. | |||||||||||
Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||
| 926,035,361 | 22,171,778 | 315,344 | 47,079,294 | ||||||||
The Company’s stockholders approved, on an advisory basis, the compensation paid by the Company to its named executive officers.
SIGNATURES
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.
| COINBASE GLOBAL, INC. | ||||||||
| Date: June 25, 2025 | By: | /s/ Alesia J. Haas | ||||||
| Alesia J. Haas | ||||||||
| Chief Financial Officer | ||||||||