Annual Meeting scheduled for June 1, 2026, with virtual participation and voting options available by internet, phone, or mail.
Board refreshment included new independent directors and leadership rotation, with an average director tenure of seven years.
Strong financial performance in fiscal 2026: $3.2B revenue (8% YoY growth), 79.4% GAAP gross margin, and over 1.8 million customers.
Extensive stockholder engagement led to compensation and governance changes, including a plan to declassify the Board by 2030.
Election of three directors for terms expiring in 2029.
Ratification of PricewaterhouseCoopers LLP as independent auditor for fiscal year ending January 31, 2027.
Advisory vote on executive compensation (Say-on-Pay) and on the frequency of future Say-on-Pay votes (Board recommends annual).
Stockholder proposal to report on risks of non-fiduciary executive compensation metrics, opposed by the Board.
Board consists of 11 members, 10 of whom are independent; Board Chair is independent.
Committees (Audit, Compensation, Nominating) are fully independent and have undergone recent leadership refreshment.
Board plans to seek stockholder approval in 2027 to declassify the Board, transitioning to annual director elections by 2030.
Board and committee evaluations are conducted regularly, with feedback incorporated into governance practices.
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