Navan (NAVN) Proxy filing summary

Executive summary

• Annual Meeting scheduled for June 25, 2026, to be held virtually; record date is April 30, 2026.

• Stockholders will vote on electing three Class I directors and ratifying the appointment of PwC as independent auditor.

• Proxy materials and annual report are available online; voting can be done via internet, phone, mail, or during the meeting.

Voting matters and shareholder proposals

• Proposal 1: Elect Ariel Cohen, Ben Horowitz, and Michael Kourey as Class I directors for terms expiring in 2029.

• Proposal 2: Ratify PwC as independent registered public accounting firm for fiscal year ending January 31, 2027.

• Board recommends voting FOR both proposals.

• Stockholders may submit proposals for the 2027 meeting between February 25 and March 27, 2027.

Board of directors and corporate governance

• Board consists of ten members divided into three classes with staggered three-year terms.

• Majority of directors are independent per Nasdaq standards; Ben Horowitz serves as Lead Independent Director.

• Board committees: Audit, Compensation, and Nominating & Corporate Governance, each with defined charters and independent members.

• Board met three times in the last fiscal year; all directors attended at least 75% of meetings.

• Corporate Governance Guidelines and Code of Business Conduct and Ethics are in place.