{"url_path":"/sec/crcl/8-k/2026-05-18/item-5-07","section_key":"item-5-07","section_title":"Item 5.07 Submission of Matters to a Vote of Security Holders.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-18","source_url":"https://www.sec.gov/Archives/edgar/data/1876042/0001876042-26-000159-index.html","accession_number":"0001876042-26-000159","cik":"0001876042","ticker":"CRCL","issuer_name":"Circle Internet Group, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1876042/0001876042-26-000159-index.html","primary_entity_key":"0001876042","primary_entity_name":"Circle Internet Group, Inc."},"word_count":636,"has_tables":true,"body_markdown":"Item 5.07. Submission of Matters to a Vote of Security Holders.\n\nOn May 14, 2026, Circle Internet Group, Inc. (the “Company”) held its 2026 annual meeting of stockholders (the “Annual Meeting”). The Company’s stockholders voted on four 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 1, 2026 (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 March 16, 2026 (the “Record Date”), and holders of the Company’s Class B common stock were entitled to five votes for each share held as of the close of business on the Record Date. The holders of our Class C common stock were not entitled to vote at the Annual Meeting. The Class A common stock and Class B common stock voted together as a single class on all matters at the Annual Meeting.\n\nAt the Annual Meeting, the Company’s stockholders voted on the following proposals:\n\n1. To elect Jeremy Allaire, Craig Broderick, and P. Sean Neville to serve until the Company’s 2029 annual meeting of stockholders and until such director’s successor has been duly elected and qualified, or until such director’s earlier death, resignation, disqualification, or removal.\n\n2. 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.\n\n3. To approve, on a non-binding advisory basis, whether future advisory votes on the compensation paid by the Company to its named executive officers should be held every one, two, or three years.\n\n4. To ratify the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the year ending December 31, 2026.\n\nThe final results for each of these proposals are as follows:\n\n    Proposal 1: Election of Class I Directors\n\nNomineeVotes ForVotes AgainstAbstentionsBroker Non-Votes\n\nJeremy Allaire141,019,3054,446,746222,87156,423,001\n\nCraig Broderick141,175,6754,151,492361,75556,423,001\n\nP. Sean Neville130,218,14515,089,492381,28556,423,001\n\nEach of the three nominees for Class I director was elected to serve until the Company’s 2029 annual meeting of stockholders and until such director’s successor has been duly elected and qualified, or until such director’s earlier death, resignation, disqualification, or removal.\n\nProposal 2: Advisory Vote to Approve Named Executive Officer Compensation\n\nVotes ForVotes AgainstAbstentionsBroker Non-Votes\n\n144,019,3841,267,823401,71556,423,001\n\nThe stockholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers.\n\nProposal 3: Advisory Vote to Approve the Frequency of Future Advisory Votes on Named Executive Officer Compensation\n\nOne YearTwo YearsThree YearsAbstentions\n\n144,874,849100,806423,932289,335\n\nThe Company’s stockholders advised that they were in favor of one year as the frequency of holding future advisory votes on the compensation of the Company’s named executive officers. In accordance with the voting results for this proposal, the Company’s board of directors has determined that the Company will conduct future advisory votes regarding the compensation of its named executive officers annually. This policy will remain in effect until the next required stockholder vote on the frequency of advisory votes on the compensation of named executive officers.\n\nProposal 4: Ratification of the Appointment of Deloitte & Touche LLP as the Company's Independent Registered Public Accounting Firm\n\nVotes ForVotes AgainstAbstentionsBroker Non-Votes\n\n201,551,710154,559405,654-\n\nThe 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, 2026.\n\nExhibit No.Description\n\n104Cover Page Interactive Data File (embedded with the Inline XBRL document).\n\nSIGNATURES\n\nPursuant 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.\n\nCIRCLE INTERNET GROUP, INC.\n\nDate: May 18, 2026                        By:    /s/ Sarah K. Wilson\n\nName:     Sarah K. Wilson\n\nTitle:     General Counsel & Corporate Secretary"}