Sector: Information Technology
8X8 INC · Meeting: August 3, 2026
Directors FOR
8
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Directors
Director since 2013 with over 10 years tenure; the 3-year TSR trigger does not fire because EGHT's 3-year return (-54.9%) outperforms the peer group median (-61.2%) by +6.3pp, well below the 20pp underperformance threshold required for a negative absolute TSR period; no overboarding, attendance, or independence concerns identified.
Director since 2018 with relevant technology marketing experience; the TSR trigger does not fire given EGHT outperforms its peer median over 3 years; no overboarding, attendance, or independence concerns identified.
Director since June 2024, which is within the 24-month new-director exemption window, exempting him from the TSR trigger entirely; brings strong technology operating experience from Rapid7 and commercetools; no other policy concerns identified.
Director since 2019 with deep software finance and operating experience; identified as the audit committee financial expert; the TSR trigger does not fire given EGHT outperforms its peer median over 3 years; no overboarding, attendance, or independence concerns identified.
Director since 2021 with enterprise sales leadership experience; holds two other public company board seats (Elastic NV and ZoomInfo) which is within the three-seat limit for non-executive directors; the TSR trigger does not fire; the board has reviewed and affirmed her independence despite the ZoomInfo vendor relationship; no policy concerns identified.
Director since November 2024, within the 24-month new-director exemption window; currently serves as CEO of N-able, Inc. and holds one outside public board seat (8x8), which is within the policy limit of two outside seats for a sitting CEO; no other policy concerns identified.
Director since 2019 with relevant technology transformation experience; the TSR trigger does not fire given EGHT outperforms its peer median over 3 years; no overboarding, attendance, or independence concerns identified.
CEO and director since 2023; as an executive director he is subject to the same TSR trigger as independent directors, but the trigger does not fire because EGHT's 3-year return outperforms the peer group median by +6.3pp, which is below the 20pp underperformance threshold; this vote determination is independent of the Say on Pay analysis.
All eight director nominees receive a FOR vote. EGHT's 3-year price return of -54.9% is actually better than its peer group median of -61.2% by +6.3pp, well within the 20pp underperformance threshold that applies when absolute TSR is negative, so the TSR trigger does not fire for any director. Andrew Burton and John Pagliuca joined within the past 24 months and are exempt from the TSR trigger regardless. No overboarding, attendance failures, independence violations, or familial relationship concerns were identified for any nominee.
CEO
Samuel Wilson
Total Comp
$2,240,142
Prior Support
98%%
CEO total compensation of $2,240,142 is reasonable for a technology-sector CEO at a company with roughly $243 million market cap, and prior Say on Pay support was an extremely strong 98% at the 2025 annual meeting, well above the 70% threshold that would require visible changes. The pay mix is appropriate: 81% of the CEO's target compensation was variable or performance-based (equity awards and annual cash incentive), exceeding the 50-60% minimum required, and long-term equity includes performance stock awards tied to measurable cash flow from operations and service revenue targets over a three-year period. Although the stock price has declined significantly over three years, the company's 3-year return actually outperforms its peer group median, the incentive structure demonstrates genuine performance conditions (PSUs granted in fiscal 2023 were forfeited due to TSR underperformance, and cash bonuses paid out at only 66.5% of target), and the company achieved its first GAAP-profitable fiscal year since 2015, supporting the conclusion that variable pay is aligned with shareholder outcomes.
Auditor
Grant Thornton LLP
Tenure
N/A
Audit Fees
$2,217,261
Non-Audit Fees
$54,708
Non-audit fees (audit-related fees of $23,858 plus tax fees of $30,850, totaling $54,708) represent approximately 2.5% of audit fees of $2,217,261, which is well below the 50% threshold that would trigger a concern about auditor independence; auditor tenure is not disclosed in the proxy so the tenure trigger cannot fire per policy; Grant Thornton is a large national firm appropriate for a company of EGHT's size and complexity; no material restatements were identified.
The 2026 annual meeting ballot contains four proposals: director elections, Say on Pay, auditor ratification, and an equity plan share increase. All standard proposals receive a FOR vote — the director TSR trigger does not fire because EGHT's 3-year return actually beats its peer group median, CEO pay is reasonable and well-structured with genuine performance conditions, and auditor fees are clean with non-audit fees representing only 2.5% of audit fees. The equity plan share increase falls outside the current policy scope and receives no vote determination.
16 companies disclosed in 2026 proxy filing
