Palantir Technologies (PLTR) Proxy filing summary

Executive summary

• Annual meeting scheduled for June 3, 2026, to be held virtually, with voting on key proposals and director elections.

• Proxy materials and annual report available online; shareholders encouraged to vote via internet, phone, or mail.

• Board recommends voting for director nominees, auditor ratification, and executive compensation, and against all shareholder proposals.

Voting matters and shareholder proposals

• Election of seven directors for one-year terms.

• Ratification of Ernst & Young LLP as independent auditor for fiscal year ending December 31, 2026.

• Advisory vote on named executive officer compensation (say-on-pay).

• Three shareholder proposals: (1) independent report on due diligence for defense-related products and human rights, (2) human rights impact assessment, (3) political spending disclosure.

• Board opposes all shareholder proposals, citing existing policies, legal constraints, and transparency practices.

Board of directors and corporate governance

• Board consists of seven directors, four of whom are independent.

• Board leadership structure separates CEO and chairperson roles.

• Two standing committees: Audit Committee and Compensation, Nominating & Governance Committee, both composed of independent directors.

• Board and committees oversee risk, compliance, and governance; regular executive sessions held by non-employee directors.

• Outside Director Compensation Policy provides cash and equity compensation to non-founder outside directors.