Sprinklr (CXM) Proxy Filing summary

Executive summary

• Annual meeting scheduled for June 12, 2025, to be held virtually, with participation and voting rights for all shareholders of record as of April 15, 2025.

• Key proposals include election of three Class I directors, advisory approval of executive compensation, and ratification of KPMG LLP as independent auditor.

• Shareholders can vote online, by phone, or by proxy card, and may change their vote prior to the meeting.

• Quorum requires a majority of voting power; preliminary and final voting results will be disclosed via Form 8-K.

Voting matters and shareholder proposals

• Proposal 1: Election of Jan R. Hauser, Kevin Haverty, and Ragy Thomas as Class I directors for terms expiring in 2028.

• Proposal 2: Non-binding advisory vote on executive compensation (say-on-pay).

• Proposal 3: Ratification of KPMG LLP as independent registered public accounting firm for fiscal year ending January 31, 2026.

• Board recommends voting FOR all proposals.

• Shareholder proposals for the 2026 meeting must be submitted between February 12 and March 14, 2026.

Board of directors and corporate governance

• Board consists of ten members divided into three classes with staggered three-year terms.

• Majority of directors are independent per NYSE standards; CEO and Board Chair roles are separated.

• Lead independent director appointed to reinforce board independence.

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

• Board and committees met regularly, with high attendance and executive sessions for independent directors.