C3.ai Inc.

10/30/2026 | Press release | Distributed by Public on 10/30/2026 14:38

Proxy Results (Form 8-K)

Item 5.07 Submission of Matters to a Vote of Security Holders.
On October 26, 2026, C3.ai, Inc. (the "Company") held its 2026 Annual Meeting of Stockholders (the "Annual Meeting") virtually via live webcast. At the Annual Meeting, the Company's stockholders voted on the four proposals set forth below. A more detailed description of each proposal is set forth in the Company's Proxy Statement filed with the Securities and Exchange Commission on August 28, 2026 (the "Proxy Statement").
Proposal 1 - Election of Directors. The Company's stockholders elected each of the following Class III director nominees to hold office until the Company's 2029 Annual Meeting of Stockholders, and until his successor is duly elected and qualified or until his earlier death, resignation, or removal. The results of the vote were:
Nominee For Withhold Broker Non-Vote
John C. Dwyer 238,275,220 633,707 34,213,731
Michael G. McCaffery 215,198,461 23,710,466 34,213,731
Stephen M. Ward, Jr. 190,644,177 48,264,750 34,213,731
Proposal 2 - Approval, on an Advisory Basis, of the Compensation of the Company's Named Executive Officers. The Company's stockholders approved, on an advisory basis, the compensation of the Company's named executive officers, as disclosed in the Proxy Statement. The results of the vote were:
For Against Abstain Broker Non-Vote
189,833,226 48,771,219 304,482 34,213,731
Proposal 3 - Ratification of Independent Registered Public Accounting Firm. The Company's stockholders ratified the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending April 30, 2027. The results of the vote were:
For Against Abstain
271,971,086 827,931 323,641
Proposal 4 - Approval of the Amendment and Restatement of Company's 2020 Equity Incentive Plan. The Company's stockholders approved the amendment and restatement of Company's 2020 Equity Incentive Plan, as disclosed in the Proxy Statement. The results of the vote were:
For Against Abstain Broker Non-Vote
189,747,609 48,955,225 206,093 34,213,731
No other matters were submitted for stockholder action at the Annual Meeting.
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