Appian (APPN) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on June 3, 2026, with voting on five key proposals, including director elections, auditor ratification, executive compensation, frequency of say-on-pay votes, and an amended equity incentive plan.

• Shareholders of record as of April 8, 2026, are eligible to vote, with Class A shares having one vote and Class B shares ten votes per share.

• The company reported strong 2025 results: $726.9M total revenue, $576.5M in subscriptions (up 18%), GAAP net income of $1.2M (vs. $92.3M loss in 2024), and adjusted EBITDA of $76.8M.

Voting matters and shareholder proposals

• Proposals include electing eight directors, ratifying BDO USA, P.C. as auditor, advisory approval of executive compensation, advisory vote on frequency of say-on-pay, and approval of the amended 2017 Equity Incentive Plan.

• Shareholders can submit proposals for the 2027 meeting by December 24, 2026, for proxy inclusion, or by March 5, 2027, for other business.

• Voting can be done online, by phone, or by mail, with detailed instructions provided.

Board of directors and corporate governance

• The board will be reduced to eight members, with four considered independent under Nasdaq rules.

• The CEO serves as board chair, with rationale provided for combining these roles.

• Board committees include Audit, Compensation, and Nominating & Corporate Governance, each with defined charters and independence standards.

• The board emphasizes diversity, integrity, and relevant expertise in director nominations.