Five9 (FIVN) Proxy filing summary

Executive summary

• The 2026 annual meeting will be held virtually on May 20, 2026, with voting eligibility based on stock ownership as of March 24, 2026.

• Key proposals include declassifying the board, removing supermajority voting, electing directors, a say-on-pay vote, and auditor ratification.

• The company emphasizes environmental responsibility by distributing proxy materials electronically unless paper copies are requested.

Voting matters and shareholder proposals

• Proposal 1: Amend the charter to declassify the board, transitioning to annual director elections by 2028.

• Proposal 2: Amend the charter to remove supermajority voting requirements, shifting to majority approval for charter/bylaw changes after the 2027 meeting.

• Proposal 3: Elect two Class III directors (Amit Mathradas and Sagar Gupta) to serve until 2027 or 2029, depending on declassification approval.

• Proposal 4: Advisory vote on executive compensation (say-on-pay).

• Proposal 5: Ratification of KPMG LLP as independent auditor for 2026.

• Shareholders may submit proposals for the 2027 meeting by December 8, 2026, for inclusion in the proxy statement.

Board of directors and corporate governance

• The board is transitioning from a classified structure to annual elections, pending shareholder approval.

• After the 2026 meeting, the roles of CEO and Chairman will be separated, with Sudhakar Ramakrishna as Chairman.

• The board has four standing committees: Audit, Compensation, Nominating and Governance, and Technology & AI.

• Board diversity: 3 women and 6 members from underrepresented communities out of 10 directors.

• Director independence is reviewed annually; most directors are independent per NASDAQ standards.