ChargePoint (CHPT) Proxy filing summary

Executive summary

• Annual Meeting scheduled for July 21, 2026, to be held virtually, with voting on director elections, auditor ratification, and executive compensation approval.

• Proxy materials and annual report are available online, with multiple voting methods provided for shareholder convenience.

• Board recommends voting in favor of all proposals, emphasizing expanded access and cost savings from the virtual format.

Voting matters and shareholder proposals

• Shareholders will vote on electing three Class III directors for terms expiring in 2029, ratifying PricewaterhouseCoopers LLP as auditor for fiscal 2027, and approving executive compensation on an advisory basis.

• Board recommends a vote FOR all director nominees, auditor ratification, and say-on-pay.

• Shareholder proposals and director nominations for the 2027 meeting must be submitted between March 23 and April 22, 2027.

Board of directors and corporate governance

• Board consists of eleven members post-meeting, with a majority deemed independent under NYSE standards.

• Board leadership roles are separated, with an independent Chairman and CEO.

• Three standing committees: Audit, Compensation and Organizational Development, and Nominating and Corporate Governance, all meeting independence requirements.

• Board and committees met regularly, with most directors attending at least 75% of meetings.

• Stock ownership guidelines require directors to hold at least three times their annual retainer in company stock.