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8X8 INC /DE/

For the period ended Mar 31, 2026. Filed Jun 24, 2026.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Mar 31, 2026 · Filed Jun 24, 2026

EGHT$2.13-5.3%Stored close · as of Nov 6, 2026
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Contents

Fiscal Grantsof Plan-Based Awards Table

1PROXY SUMMARY2CORPORATE GOVERNANCE AND BOARD OF DIRECTORS3NAMED EXECUTIVE OFFICER COMPENSATION4AUDIT MATTERS5PROPOSALS TO BE VOTED ON DURING THE MEETING6INFORMATION ABOUT THE MEETING

FISCAL 2026 GRANTS OF PLAN-BASED AWARDS TABLE

The following table sets forth certain information regarding plan-based awards granted to the named executive officers during the fiscal year ended March 31, 2026:

Name · Grant Date · Estimated Possible Payouts Under Non-Equity Incentive Plan Awards · Estimated Future Payouts Under Equity Incentive Plan Awards(1) · All Other Stock Awards: Number of shares of stock or Units (2)(#) · Grant Date Fair Value of Stock and Option Awards(3) ($)
Threshold($) · Target($)(4) · Maximum($)(4) · Threshold(#) · Target(#) · Maximum (#)
Samuel WilsonChief Executive Officer
Cash Incentive Award—500,000562,500
6/6/2025——————614,5171,112,276
6/6/2025———99,882302,673——547,838
Kevin KrausChief Financial Officer
Cash Incentive Award—273,000307,125
6/6/2025——————251,250454,763
6/6/2025———40,838123,750——223,988
Laurence DennyChief Legal Officer
Cash Incentive Award—183,409(5)206,335(5)
6/6/2025——————174,200315,302
6/6/2025———28,31485,800——155,298
Hunter MiddletonChief Product Officer
Cash Incentive Award—260,190(6)292,714(6)
6/6/2025——————241,200436,572
6/6/2025———39,204118,800——215,028
Suzy SeandelChief Accounting Officer
Cash Incentive Award—160,650180,731
6/6/2025——————150,750272,858
6/6/2025———24,50374,250——134,393

(1)The amounts reported in the “Estimated Future Payments under Equity Incentive Plan Awards” column represent the number of shares of our common stock subject to performance-based restricted stock unit awards, or PSUs, granted to the named executive officers during fiscal 2026, which generally vest over a three-year performance period. Such awards may, in the discretion of the Compensation Committee, include the right to the equivalent of any dividends on the shares of common stock covered by the award; provided, however, any such dividends would be paid only if and when the awards vest. The performance conditions and other terms applicable to these PSU awards are described in more detail under “Compensation Discussion and Analysis-Long-Term Incentive Compensation” above.

(2)The amounts reported in this column for June 6, 2025 are for shares issuable upon vesting of time-based RSU awards that vest over a period of three years from the date of grant, with one-third (1/3) vesting on the first anniversary of grant and the remainder vesting in eight quarterly installments over the next two years, subject to the recipient’s continued employment or other qualifying association with the Company.

8x8, Inc. | PROXY STATEMENT 45

1PROXY SUMMARY2CORPORATE GOVERNANCE AND BOARD OF DIRECTORS3NAMED EXECUTIVE OFFICER COMPENSATION4AUDIT MATTERS5PROPOSALS TO BE VOTED ON DURING THE MEETING6INFORMATION ABOUT THE MEETING

(3)Represents the aggregate grant date fair value of the stock-based compensation awards granted to the named executive officers during fiscal 2026, excluding the impact of estimated forfeitures related to service-based vesting conditions, as computed in accordance with ASC 718. For PSUs, fair value is computed by multiplying the target number of shares subject to the award by the closing price of our common stock on the date of the grant, and assumes target performance is the probable outcome.

(4)For the fiscal 2026 annual cash incentive awards, the Compensation Committee used the following metrics: non-GAAP operating profit, total service revenue, and net new annual subscription revenue. The Compensation Committee set targets at levels it considered to be appropriately rigorous for the year. Pursuant to the terms of the awards, the awards provide only for a single estimated payout. There was no minimum threshold and the maximum payment was capped at 112.5% of the target award. Actual amounts paid are set forth in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table.

(5)As of March 31, 2026, Mr. Denny’s target bonus amount was $183,409. Mr. Denny’s target bonus percentage was 55% of his base salary for the first half of fiscal 2026, or $196,350. For the second half of 2026, after consulting with its compensation consultant, Compensia, the Compensation Committee lowered Mr. Denny’s target bonus percentage to 50% of his base salary, or $183,409, and raised his base salary by a similar percentage in order to bring Mr. Denny’s total compensation more inline with the other NEOs and other named executive officers at peer companies. See the Summary Compensation Table for a summary of Mr. Denny’s full compensation for fiscal 2026.

(6)As of March 31, 2026, Mr. Middleton’s target bonus amount was $260,190. Mr. Middleton’s target bonus percentage was 65% of his base salary for the first half of fiscal 2026, or $273,000. For the second half of 2026, after consulting with their compensation consultant, Compensia, the Compensation Committee lowered Mr. Middleton’s target bonus percentage to 60% of his base salary, or $260,190, and raised his base salary by a similar percentage in order to bring Mr. Middleton’s total compensation more inline with the other NEOs and other named executive officers at peer companies. See the Summary Compensation Table for a summary of Mr. Middleton’s full compensation for fiscal 2026.

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