Sprinklr (CXM) Proxy filing summary

Executive summary

• The annual meeting is scheduled for June 11, 2026, to be held virtually, with voting rights for shareholders of record as of April 14, 2026.

• Three main proposals are up for vote: election of one Class II director, advisory approval of executive compensation, and ratification of KPMG LLP as auditor.

• The board recommends voting in favor of all proposals.

• The company maintains a dual-class capital structure and a classified board to support long-term strategy and stability.

Voting matters and shareholder proposals

• Proposal 1: Elect Stephen M. Ward, Jr. as Class II director until 2029.

• Proposal 2: Advisory vote on executive compensation (say-on-pay), recommended annually.

• Proposal 3: Ratification of KPMG LLP as independent auditor for fiscal year ending January 31, 2027.

• Shareholders may submit proposals for the 2027 meeting between February 11 and March 13, 2027.

Board of directors and corporate governance

• Board consists of nine members, moving to seven after the meeting due to two resignations.

• Majority of directors are independent per NYSE standards; board leadership is separated between CEO and Chair.

• Committees include audit, compensation, nominating and governance, and a new strategy committee.

• Lead independent director role reinforces board independence.