Domo (DOMO) Proxy filing summary

Executive summary

• Annual meeting scheduled for July 14, 2026, to elect directors, ratify auditor, and approve executive compensation on an advisory basis.

• Record date for voting is May 22, 2026; both Class A and Class B shareholders are eligible to vote, with Class A shares carrying 40 votes each and Class B shares one vote each.

• Proxy materials are primarily distributed electronically, with options for paper copies upon request.

• Voting can be done online, by phone, mail, or in person at the meeting.

Voting matters and shareholder proposals

• Proposals include election of directors, ratification of Ernst & Young LLP as auditor for FY ending Jan 31, 2027, and advisory approval of executive compensation.

• Board recommends voting FOR all proposals.

• Shareholders may submit proposals for the 2027 meeting by Feb 1, 2027, and nominate directors per bylaw procedures.

Board of directors and corporate governance

• Board currently has nine members; one director (Mr. Pestana) will not stand for reelection.

• Majority of directors are independent per Nasdaq rules; CEO and one other are not independent.

• Board leadership is split between an executive chair and CEO.

• Board committees: audit, compensation, and nominating/governance, each with defined charters and independent members.

• Company qualifies as a "controlled company" under Nasdaq rules due to CEO's voting control, allowing certain governance exemptions.

• Board diversity and qualifications are considered in director nominations.