Kodiak AI (KDK) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on June 11, 2026, with voting available online, by phone, or by mail.

• Key items include electing two Class I directors and ratifying Deloitte & Touche LLP as the independent auditor for 2026.

• Only stockholders of record as of April 17, 2026, are entitled to vote.

• The proxy statement details board structure, executive compensation, related party transactions, and shareholder rights.

Voting matters and shareholder proposals

• Proposals include electing Don Burnette and Kristin Sverchek as Class I directors and ratifying Deloitte as auditor.

• Directors are elected by plurality; auditor ratification requires a majority of votes present.

• Board recommends voting “FOR” both proposals.

• Procedures for submitting shareholder proposals and director nominations for the 2027 meeting are outlined.

Board of directors and corporate governance

• Board consists of seven members, majority independent, with staggered three-year terms.

• Committees include Audit, Compensation, and Nominating & Corporate Governance, each with defined charters and independence.

• Board and committee meetings had high attendance; non-employee directors meet in executive session at least twice a year.

• Policies prohibit hedging/pledging of securities and require compliance with a code of conduct.

• Limitation of liability and indemnification agreements are in place for directors and officers.