Samsara (IOT) Proxy Filing summary

Executive summary

• Annual meeting scheduled for July 29, 2025, to be held virtually, with voting on director elections, auditor ratification, and executive compensation approval.

• Proxy materials delivered primarily via the Internet to reduce environmental impact and costs.

• Shareholders of record as of May 30, 2025, are eligible to vote; Class A shares have one vote each, Class B shares have ten votes each.

• Board recommends voting FOR all proposals on the ballot.

Voting matters and shareholder proposals

• Election of nine directors for a one-year term.

• Ratification of Deloitte & Touche LLP as independent auditor for fiscal year ending January 31, 2026.

• Advisory vote on executive compensation (Say-on-Pay).

• 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

• Board consists of nine directors, seven of whom are independent; diverse backgrounds in gender and race/ethnicity.

• Board committees: audit, compensation, and nominating/corporate governance, each with defined responsibilities and independent members.

• Lead Independent Director role established for independent oversight.

• Updated outside director compensation policy in July 2024 to align with market practices.

• Policy prohibits hedging, pledging, and short sales of company securities by insiders.