Braze (BRZE) Proxy filing summary

Executive summary

• Merger agreement signed October 19, 2026; Salesforce would acquire all eligible Class A shares for $47.50 cash per share, with announced enterprise value of $5.66 billion.

• Salesforce expects closing in FY2028, subject to shareholder approval, regulatory clearances and other customary conditions; the board unanimously approved the agreement.

Voting matters and shareholder proposals

• Approval requires affirmative votes from holders of a majority of outstanding Class A shares; the board recommends approval and adoption of the merger agreement.

• Certain stockholders agreed to vote their shares for the transaction and against acquisition proposals or actions opposing the merger; the commitments end upon specified events, including agreement termination.

• A preliminary proxy is to be filed as promptly as practicable, with reasonable best efforts to file within 35 days; the shareholder meeting is targeted within 45 days after SEC review concludes.

Board of directors and corporate governance

• Qatalyst Partners advised that the $47.50 per-share consideration was fair, from a financial point of view, to eligible Class A holders, subject to the opinion's assumptions and limitations.

• The board may change its recommendation for a qualifying superior proposal or intervening event if fiduciary duties require; a four-business-day notice and negotiation period applies, with extensions for material proposal changes.

• Post-closing director and officer indemnification and advancement protections continue for six years; a six-year D&O and fiduciary-liability tail policy is required, subject to a 300% premium cap.