8-K

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

SEC Form 8-K filed by Amplitude Inc.