Cerence (CRNC) Proxy Filing summary

Executive summary

• Annual Meeting of Stockholders scheduled for February 12, 2026, to be held virtually at 11:00 a.m. Eastern Time.

• Stockholders are asked to support Proposal 2, a non-binding advisory vote on executive compensation for fiscal year 2025.

• Say-on-pay approval has ranged from 92% to 97% since 2022, reflecting strong alignment of pay with performance.

• Glass Lewis recommends a vote FOR the say-on-pay proposal, while ISS recommends AGAINST, citing concerns over compensation metrics and targets.

Voting matters and shareholder proposals

• Proposal 2 seeks approval, on an advisory basis, of named executive officers' fiscal year 2025 compensation.

• Stockholders are encouraged to reconsider votes if previously cast against Proposal 2, with the ability to change votes before the meeting.

Board of directors and corporate governance

• The Compensation Committee follows a rigorous process to set goals for both short- and long-term incentive plans, with input from investors.

• The Board remains committed to ongoing evaluation and improvement of executive compensation, informed by regular stockholder discussions.