Amplitude (AMPL) Proxy filing summary

Executive summary

• The 2026 Annual Meeting will be held virtually on June 9, 2026, with voting available online, by phone, or by mail for shareholders of record as of April 15, 2026.

• Key proposals include electing three Class II directors, ratifying KPMG LLP as auditor, and an advisory vote on executive compensation.

• The company maintains a dual-class share structure, with Class A shares having one vote and Class B shares five votes each, voting as a single class.

• Proxy materials and the annual report are available online, with procedures in place for householding and electronic delivery.

Voting matters and shareholder proposals

• Shareholders will vote on electing Pat Grady, Curtis Liu, and Catherine Wong as Class II Directors for terms expiring in 2029.

• Ratification of KPMG LLP as independent auditor for fiscal year ending December 31, 2026.

• Advisory (non-binding) approval of named executive officer compensation.

• Board recommends voting FOR all proposals; no other business is expected but proxies may vote on additional matters if they arise.

Board of directors and corporate governance

• The board consists of eight members divided into three staggered classes, with annual elections for one class.

• Majority of directors are independent under Nasdaq rules; independence is reviewed annually.

• Board committees include Audit, Compensation, Nominating and Corporate Governance, and Cybersecurity, each with defined charters and responsibilities.

• Board leadership structure includes a combined Chair/CEO and a lead independent director.

• Directors are expected to attend at least 75% of meetings; seven of nine attended the 2025 annual meeting.