Snowflake (SNOW) Proxy filing summary

Executive summary

• Fiscal year ended January 31, 2026, marked significant growth, with product revenue reaching $4.47 billion, up 29% year over year, and remaining performance obligations at $9.77 billion, indicating strong long-term demand.

• Platform innovation included new capabilities for AI, data ingestion, and transactional applications, with strategic acquisitions and expanded partnerships with AWS, GCP, Anthropic, OpenAI, and SAP.

• AI adoption accelerated, with over 50% of customers using Cortex Code monthly and the introduction of Snowflake Intelligence, broadening access to AI-powered data insights.

Voting matters and shareholder proposals

• Election of three Class III directors (Teresa Briggs, Mark D. McLaughlin, Sridhar Ramaswamy) for terms expiring in 2029.

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

• Ratification of PricewaterhouseCoopers LLP as independent auditor for fiscal year ending January 31, 2027.

• Consideration of a non-binding shareholder proposal requesting majority vote for director elections, which the Board recommends voting against.

Board of directors and corporate governance

• Board consists of ten members divided into three classes, with a mix of independent and non-independent directors.

• Board leadership structure separates Chairperson and CEO roles; Frank Slootman serves as Chairman, Michael Speiser as Lead Independent Director.

• Committees include Audit, Compensation, Nominating and Governance, and Cybersecurity, each with defined responsibilities and independent membership.

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