Sprout Social (SPT) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on May 20, 2026, with voting on director elections, auditor ratification, and executive compensation approval.

• Shareholders of record as of March 27, 2026, are eligible to vote, with Class A shares having one vote and Class B shares ten votes each.

• The board recommends voting for all proposals, including the election of two Class I directors, ratification of PwC as auditor, and approval of executive compensation.

• Proxy materials are provided primarily online to reduce costs and environmental impact.

Voting matters and shareholder proposals

• Proposals include electing two Class I directors, ratifying PwC as auditor for 2026, and an advisory say-on-pay vote.

• Plurality voting applies for director elections; other proposals require more 'for' than 'against' votes.

• Shareholders can submit proposals or director nominations for the 2027 meeting by specified deadlines and procedures.

Board of directors and corporate governance

• The board consists of eight members, with a majority being independent; directors serve staggered three-year terms.

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

• Lead Independent Director role is held by Peter Barris; board leadership structure is periodically reviewed.

• Corporate governance guidelines and a code of ethics are in place, with regular self-evaluations and compliance monitoring.