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 20, 2024

UiPath, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware	001-40348	47-4333187
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
One Vanderbilt Avenue, 60th Floor New York, New York		10017
(Address of Principal Executive Offices)		(Zip Code)
Registrant’s Telephone Number, Including Area Code: (844) 432-0455

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 Instructions 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(s)	Name of each exchange on which registered
Class A Common Stock, par value $0.00001 per share	PATH	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.

On June 20, 2024, UiPath, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). At the Meeting, the holders of 361,931,609 shares of the Company’s Class A common stock and 82,452,748 shares of the Company’s Class B common stock were represented in person or by proxy, which represented 96.20% of the voting power of the shares issued and outstanding and entitled to vote, constituting a quorum.

At the Annual Meeting, Proposals 1, 2, and 3 were approved by the Company’s stockholders and no other business was properly brought before the Annual Meeting. The proposals are described in detail in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission (“SEC”) on May 9, 2024 (the “Proxy Statement”).

The votes for each proposal are set forth below.

1.At the Annual Meeting, the vote on the proposal to elect eight (8) directors to serve on the Company’s Board until the 2025 annual meeting of stockholders and until such time as their respective successors have been duly elected and qualified or until their earlier death, disability, resignation, retirement, disqualification, or removal from office, was as follows:

	FOR	WITHHELD	BROKER NON-VOTE
Daniel Dines	3,125,747,405	70,119,803	51,910,581
Philippe Botteri	3,127,330,446	68,536,762	51,910,581
Michael Gordon	3,193,548,386	2,318,822	51,910,581
Daniel Springer	3,127,649,839	68,217,369	51,910,581
Laela Sturdy	3,106,405,989	89,461,219	51,910,581
Karenann Terrell	3,193,684,570	2,182,638	51,910,581
Rich Wong	3,125,943,984	69,923,224	51,910,581
June Yang	3,194,693,085	1,174,123	51,910,581

2.    At the Annual Meeting, the vote to approve, on a non-binding advisory basis, the compensation paid to our named executive officers (“say-on-pay vote”), was as follows:

FOR	AGAINST	ABSTAIN	BROKER NON-VOTE
3,043,632,948	151,446,769	787,491	51,910,581

3.     At the Annual Meeting, the vote to ratify the selection of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 31, 2025, was as follows:

FOR	AGAINST	ABSTAIN
3,246,276,355	884,683	616,751

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.

UiPath, Inc.
By:	/s/ Brad Brubaker
	Chief Legal Officer and Secretary
Date:	June 26, 2024

XML

Cover	Jun. 20, 2024
Document Information [Line Items]
Document Type	8-K
Document Period End Date	Jun. 20, 2024
Entity Registrant Name	UiPath, Inc.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-40348
Entity Tax Identification Number	47-4333187
Entity Address, Address Line One	One Vanderbilt Avenue, 60th Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10017
City Area Code	844
Local Phone Number	432-0455
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Class A Common Stock, par value $0.00001 per share
Trading Symbol	PATH
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0001734722