Rubrik (RBRK) Proxy filing summary

Executive summary

• The annual meeting is scheduled for June 3, 2026, to be held virtually, with voting on director elections, auditor ratification, and advisory vote frequency for executive compensation.

• Stockholders of record as of April 7, 2026, are eligible to vote, with detailed instructions for online, phone, and mail voting provided.

• The proxy materials, including the annual report, are available electronically, and the company encourages advance voting to ensure representation.

Voting matters and shareholder proposals

• Three Class II directors (Asheem Chandna, Ravi Mhatre, Arvind Nithrakashyap) are nominated for re-election to serve until 2029.

• Ratification of KPMG LLP as the independent registered public accounting firm for the fiscal year ending January 31, 2027.

• Advisory vote on the frequency of future say-on-pay votes, with the board recommending an annual (one year) frequency.

• Procedures for submitting shareholder proposals and director nominations for the 2027 annual meeting are outlined, with specific deadlines and requirements.

Board of directors and corporate governance

• The board consists of eight members divided into three classes with staggered three-year terms.

• Majority of directors are independent per NYSE standards; committees include Audit, Compensation, Nominating and Corporate Governance, and Cybersecurity.

• John W. Thompson serves as Lead Independent Director; Bipul Sinha is CEO and Chairman.

• The board and its committees met regularly, with all directors attending at least 75% of meetings.

• Stockholders can communicate with the board via the Chief Legal Officer.