C3.ai (AI) Proxy filing summary

Executive summary

• The annual meeting is scheduled for October 26, 2026, with voting on director elections, executive compensation, auditor ratification, and an equity plan amendment.

• The board recommends voting in favor of all proposals, including the amendment to the 2020 Equity Incentive Plan.

• The company emphasizes a culture of high performance, talent retention, and alignment of executive incentives with shareholder interests.

• The company ended fiscal 2026 with $673 million in cash and securities, and is focused on growth and operational turnaround.

Voting matters and shareholder proposals

• Shareholders will vote on electing three Class III directors, approving executive compensation (say-on-pay), ratifying Deloitte & Touche LLP as auditor, and amending the 2020 Equity Incentive Plan.

• The board recommends voting for all proposals; Class A and B shares vote as a single class, with B shares having 50 votes each.

• Shareholder proposals for the 2027 meeting must be submitted by May 17, 2027, and director nominations by July 28, 2027.

Board of directors and corporate governance

• The board will reduce from 12 to 11 members after the meeting, with three Class III directors up for election.

• The board is majority independent, with a lead independent director and standing audit, compensation, and nominating committees.

• Directors are selected for diverse backgrounds, expertise, and alignment with long-term shareholder interests.

• The board met seven times in the last fiscal year, with high attendance and active committee participation.