Commvault Systems (CVLT) Proxy filing summary

Executive summary

• Fiscal 2026 saw 19% revenue growth to $1.184 billion, surpassing $1 billion in annual recurring revenue two quarters early and returning $446 million to shareholders via share repurchases.

• Launched Commvault Cloud Unity, an AI-enabled resilience platform, and expanded sovereign cloud capabilities for regulated environments.

• Enhanced security leadership with new Deputy CISO and Senior Director of Product Security; established an AI Governance Council and published a refreshed Sustainability Report with net-zero commitments.

Voting matters and shareholder proposals

• Shareholders will vote to elect seven directors for one-year terms, approve executive compensation on an advisory basis, ratify Ernst & Young LLP as independent auditors for fiscal 2027, and approve the 2026 Equity Plan authorizing 3,374,000 shares.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board consists of seven directors, six of whom are independent; all directors are elected annually.

• Board committees (Audit, Compensation, Nominations and Governance, Operating) are composed entirely of independent directors.

• Majority voting standard for director elections; directors must tender resignation if not elected by majority.

• Board led by an independent Chair, with annual elections to ensure accountability and agility.

• Comprehensive governance policies include codes of ethics, human rights, and supplier conduct.