Braze (BRZE) Proxy filing summary

Executive summary

• Revenue grew 24% year-over-year to $738.2 million, with Q4 growth accelerating to 28%.

• Customer count increased 14% to 2,609, and large customers ($500K+ ARR) grew 35% to 333.

• Non-GAAP operating margins expanded by nearly 400 basis points; $100 million share repurchase program authorized.

• Significant product innovation with rapid adoption of BrazeAI Operator and Agent Console.

• Annual Meeting scheduled for June 30, 2026, to be held virtually.

Voting matters and shareholder proposals

• Election of two Class II directors (Neeraj Agrawal and Yvonne Wassenaar) for terms expiring in 2029.

• Advisory vote on executive compensation (say-on-pay).

• Ratification of Ernst & Young LLP as independent auditor for fiscal year ending January 31, 2027.

• Approval of an amendment to the Certificate of Incorporation to provide for officer exculpation as permitted by Delaware law.

Board of directors and corporate governance

• Board consists of seven members divided into three staggered classes.

• Majority of directors are independent per Nasdaq standards; CEO serves as Chairperson, with a Lead Independent Director designated.

• Board committees: Audit, Compensation, and Nominating & Corporate Governance, all comprised of independent directors.

• Board and committees met regularly, with high attendance and active oversight.