UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~August 6~~October 8, 2024

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Accolade, Inc.

(Exact name of Registrant as Specified in Its Charter)

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Delaware	001-39348	01-0969591
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1201 Third Avenue, Suite 1700

Seattle, WA 98101

(Address of Principal Executive Offices and Zip Code)

(206) 926-8100

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

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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):


o			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o			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

Common Stock, $0.0001 par value per share

ACCD

The Nasdaq Stock Market LLC

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 o

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. o

Item 52.0702. ~~Submission~~Results of ~~Matters~~Operations toand aFinancial ~~Vote of Security Holders~~Condition.

On ~~August 6~~October 8, 2024, Accolade, Inc. (the “Company”) ~~held~~issued ~~its~~a ~~2024~~press ~~Annual~~release ~~Meeting~~reporting ofits ~~Stockholders~~financial ~~(the~~results ~~“Annual~~for ~~Meeting”). As of June 17, 2024,~~ the ~~record~~fiscal ~~date~~second ~~for~~quarter ~~the~~ended ~~Annual~~August ~~Meeting~~31, ~~80,008,376 shares of common stock were outstanding and entitled to vote at the Annual Meeting~~2024. AtA ~~the~~copy ~~Annual Meeting, 70,910,205 shares~~ of ~~common~~such ~~stock~~press ~~were~~release ~~present~~is infurnished ~~person~~hereto oras ~~represented~~Exhibit ~~by proxy for the three proposals summarized below~~99.1 ~~The proposals are described in the Company’s definitive proxy statement for the Annual Meeting filed with the Securities~~ and ~~Exchange~~incorporated ~~Commission~~by onreference ~~June 21, 2024 (the “Proxy Statement”)~~herein.

~~Proposal~~The information in this Form 8-K, including Exhibit 99.1:, ~~Election~~shall not be deemed “filed” for purposes of ~~Directors~~Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference under the Securities Act of 1933, as amended, or into any filing with the U.S. Securities and Exchange Commission made by the Company, whether made before or after the date hereof, except as expressly set forth by reference in such a filing.

~~The~~Item ~~Company’s~~9.01 Financial ~~stockholders~~Statements ~~elected the three persons listed below as Class I directors, each to serve until the Company’s 2027 Annual Meeting of Stockholders~~ and ~~until their successors are duly elected and qualified~~Exhibits. ~~The final voting results are as follows:~~

	For	Withheld	Broker Non-Votes
Mr. Jeffrey Jordan	56,841,087	2,058,809	12,010,309
Ms. Cindy Kent	39,208,798	19,691,098	12,010,309
Mr. Michael Hilton	55,409,957	3,489,939	12,010,309

(d) Exhibits

Proposal 2: Advisory Vote on Executive Compensation


Exhibit Number						Exhibit Description
99.1						Press Release titled “Accolade Announces Results for Fiscal Second Quarter 2025,” dated October 8 , 2024 furnished herewith
104						Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

The Company’s stockholders approved, on an advisory basis, the compensation paid to the Company’s named executive officers as disclosed in the Proxy Statement. The final voting results are as follows:

For						Against						Abstain						Broker Non-Votes
58,197,240						605,301						97,355						12,010,309

Proposal 3: Ratification of the Selection of Independent Registered Public Accounting Firm

The Company’s stockholders ratified the selection by the Audit Committee of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending February 28, 2025. The final voting results are as follows:

For						Against						Abstain
70,669,020						213,990						27,195

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Accolade, Inc.
Dated: August 7, 2024
Dated: October 8, 2024
	By:	/s/ Stephen Barnes
		Stephen Barnes
		Chief Financial Officer

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