Clearwater Analytics (CWAN) Proxy filing summary

Executive summary

• A special meeting is called for shareholders to vote on a proposed merger where GT Silver Merger Sub, Inc. will merge with and into the company, making it a wholly owned subsidiary of GT Silver BidCo, Inc., owned by funds managed by Permira, Warburg Pincus, Francisco Partners, and Temasek.

• Each share of Class A common stock will be converted into the right to receive $24.55 in cash, representing a significant premium over recent trading prices.

• The board established a Special Committee of independent directors to evaluate the merger, which, after extensive review and negotiation, unanimously recommended the transaction as fair and in the best interests of shareholders.

• The board, excluding directors affiliated with major shareholders, also unanimously recommends approval.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) adoption of the Merger Agreement, (2) an advisory (non-binding) vote on executive compensation related to the merger, and (3) approval of any adjournment of the meeting to solicit additional proxies if needed.

• Approval of the merger requires both a majority of outstanding voting power and a majority of votes cast by disinterested shareholders.

• The board recommends voting FOR all proposals.

Board of directors and corporate governance

• The Special Committee, composed solely of independent and disinterested directors, was delegated full authority to oversee the process, negotiate, and recommend the transaction.

• The board’s recommendation is based on the Special Committee’s unanimous approval and independent legal and financial advice.

• Directors affiliated with major shareholders did not participate in the vote.