Cerence (CRNC) Proxy Filing summary

Executive summary

• Proxy statement supplement corrects a clerical error in the number of securities to be issued under equity compensation plans as of September 30, 2025.

• The 2026 Annual Meeting of Stockholders will be held virtually on February 12, 2026.

Executive compensation and say-on-pay

• Equity compensation plans include the 2019 Equity Incentive Plan, the Employee Stock Purchase Plan (ESPP), and the 2024 Inducement Plan.

• As of September 30, 2025, 3,946,709 shares are to be issued upon exercise of outstanding options, warrants, and rights under approved plans.

• 2,702,690 shares remain available for future issuance under approved plans, and 1,797,310 under the Inducement Plan.

• The Inducement Plan is reserved for new officers and employees, allowing equity awards without stockholder approval as per Nasdaq rules.

Board of directors and corporate governance

• The Board adopted all current equity compensation plans, with initial approval by the sole stockholder prior to the company's spin-off.