phr-20230628


Delaware (State or other jurisdiction of incorporation or organization)			001-38977 (Commission File Number)			20-2275479 (I.R.S. Employer Identification Number)

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))


Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	PHR	The 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).

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. ☐

On June 28, 2023, Phreesia, Inc. (the “Company”) held its annual meeting of stockholders to consider and vote on the four proposals set forth below, each of which is described in greater detail in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on May 17, 2023. The final voting results are set forth below.

The stockholders elected each of the three persons named below to serve as a Class I director of the Company for a three-year term that expires at the Company’s annual meeting of stockholders in 2026 and until such person’s successor has been duly elected and qualified, subject to such person’s earlier resignation or removal. The results of such vote were as follows:


Director Name	Votes For	Votes Withheld	Broker Non-Votes
Chaim Indig	45,313,503	762,223	2,658,244
Michael Weintraub	32,397,537	13,678,189	2,658,244
Edward Cahill	28,242,497	17,833,229	2,658,244

Proposal 2 - Ratification of Appointment of Independent Registered Public Accounting Firm

The stockholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 31, 2024. The results of such vote were as follows:




Votes For	Votes Against	Abstentions
48,713,742	6,243	13,985

The stockholders approved, on a non-binding, advisory basis, the compensation of the Company’s named executive officers as disclosed in the proxy statement. The results of such vote were as follows:




Votes For	Votes Against	Abstentions	Broker Non-Votes
42,344,172	3,712,553	19,001	2,658,244

Proposal 4 – Approval of an Amendment to the Company's Seventh Amended and Restated Certificate of Incorporation to Limit the Liability of Certain Officers of the Company as Permitted Pursuant to Recent Amendments to the Delaware General Corporation Law

The stockholders approved an amendment to the Company's Seventh Amended and Restated Certificate of Incorporation to limit the liability of certain officers of the Company as permitted pursuant to recent amendments to the Delaware General Corporation Law. The results of such vote were as follows:




Votes For	Votes Against	Abstentions	Broker Non-Votes
41,142,382	4,915,658	17,686	2,658,244

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.


Date: June 28, 2023	Phreesia, Inc.

	By:	/s/ Balaji Gandhi
	Name:	Balaji Gandhi
	Title:	Chief Financial Officer