Snowflake (SNOW) Proxy filing summary

Voting matters and shareholder proposals

• Election of three Class III Directors for terms expiring in 2029: Teresa Briggs, Mark D. McLaughlin, and Sridhar Ramaswamy are nominated, with board recommending a vote for each.

• Advisory vote to approve named executive officer compensation is recommended for approval by the board.

• Ratification of PricewaterhouseCoopers LLP as independent registered public accounting firm for fiscal year ending January 31, 2027, is recommended for approval.

• Consideration of a non-binding shareholder proposal requesting majority vote for director elections, with board recommending a vote against.

• Other business may be addressed if properly presented at the meeting or any adjournment.

Board of directors and corporate governance

• Three Class III Director nominees are up for election to serve until 2029, reflecting ongoing board refreshment.

Executive compensation and say-on-pay

• Advisory vote on executive compensation is included, allowing shareholders to express approval or disapproval of pay practices.