Gloo (GLOO) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on July 13, 2026, to elect three Class I directors and ratify Crowe LLP as the independent auditor for fiscal year ending January 31, 2027.

• Stockholders of record as of May 15, 2026, are entitled to vote, with Class A shares having one vote and Class B shares ten votes each, voting as a single class.

• Proxy materials are primarily distributed via the Internet to reduce costs and environmental impact, with options for electronic or paper delivery.

Voting matters and shareholder proposals

• Proposals include electing three Class I directors for terms expiring in 2029 and ratifying Crowe LLP as auditor.

• Board recommends voting “FOR ALL” director nominees and “FOR” auditor ratification.

• Plurality voting applies for directors; majority required for auditor ratification.

• Stockholders may submit proposals or director nominations for the 2027 meeting by specified deadlines.

Board of directors and corporate governance

• Board consists of eight directors, five of whom are independent; divided into three staggered classes.

• Committees include audit, compensation, and nominating/governance, each with defined charters and independence standards.

• Board skills include industry, public company, finance, technology, and risk management expertise.

• Corporate governance guidelines and a code of ethics are in place and available online.