C3ai Inc

1. 1

   Election of Three Class III Directors

   ManagementBoard: FOR

   Elect John C. Dwyer, Michael G. McCaffery, and Stephen M. Ward, Jr. to serve three-year terms as Class III directors until the 2029 annual meeting and until their successors are elected and qualified.

2. 2

   Advisory Approval of Named Executive Officer Compensation

   ManagementBoard: FOR

   Approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers as disclosed in the proxy statement, including the Compensation Discussion and Analysis, compensation tables, and related narrative.

   More detail

   Proposal Two asks stockholders to approve the company’s overall compensation of its named executive officers on a non-binding advisory basis. The vote covers compensation as a whole rather than any individual salary, bonus, equity award, or benefit. The proposal is required under Section 14A of the Exchange Act and is commonly known as a say-on-pay vote. Management directs stockholders to the Compensation Discussion and Analysis, compensation tables, and related narrative for the program’s objectives and design. C3 AI emphasizes that most executive compensation is equity-based and intended to align executives with stockholder interests and long-term stock performance. The program also uses annual discretionary performance-based bonuses, long-term equity awards, and multi-year vesting to attract and retain specialized technology and AI talent. The filing notes that approximately 86% of votes cast supported the prior year’s say-on-pay proposal, providing favorable historical stockholder support. The current vote will not bind the board or compensation committee, but they state that they will consider the result when making future executive compensation decisions. The board recommends a vote FOR because it believes the disclosed compensation program supports performance, retention, and alignment with stockholders.

3. 3

   Ratification of Deloitte & Touche LLP as Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the audit committee’s appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending April 30, 2027.

4. 4

   Approval of the Amendment and Restatement of the 2020 Equity Incentive Plan

   ManagementBoard: FOR

   Approve an amended and restated 2020 Equity Incentive Plan that increases the Class A common stock reserve by 10,000,000 shares and extends the 7% annual evergreen share increase through May 1, 2036.

   More detail

   Proposal Four asks stockholders to approve an amended and restated 2020 Equity Incentive Plan. The amendment would add 10,000,000 Class A common shares to the plan reserve, bringing the stated reserve to 122,047,556 shares before other available or returning shares. It would also extend the plan’s 7% evergreen mechanism, under which the reserve may increase annually based on outstanding capital stock, from May 1, 2030 through May 1, 2036. The board argues that C3 AI operates in a highly competitive enterprise AI market and must compete for specialized software engineering, applied AI, machine-learning, and go-to-market personnel. Management states that the existing reserve may be insufficient to continue granting awards through the 2027 annual meeting if the amendment is rejected. Equity awards are presented as a central retention and recruitment tool because their value depends on stock performance and generally requires continued service. The company cites recent and expected meaningful grants, a three-year average burn rate of 7.3%, and dilution, burn-rate, and stock-based compensation considerations as factors reviewed by the compensation committee and board. The extended evergreen provision is intended to reduce the frequency of future requests for stockholder approval while preserving board discretion to set annual increases below the 7% cap. The plan includes options, restricted stock, RSUs, performance awards, SARs, and other stock awards, as well as a $700,000 annual compensation limit for non-employee directors that rises to $900,000 in a director’s initial year. If approved, the amended plan becomes effective October 26, 2026; if rejected, the existing plan remains in place, but management expects it may need to seek another share increase or replacement plan before the next annual meeting. The board recommends a vote FOR because it believes the additional capacity and extended evergreen feature are necessary to attract, retain, and motivate talent and align employees with stockholders.

5. 5

   Other Business Properly Brought Before the Annual Meeting

   Management

   Authorize proxy holders to use their best judgment on any other matter properly presented at the Annual Meeting, although the board currently knows of no such additional matter.

   More detail

   The notice includes a customary provision covering any other business properly brought before the Annual Meeting. The company states that neither it nor the board currently knows of any additional matters that will be presented. The board also does not intend to bring another matter for a stockholder vote. If an additional matter is properly brought before the meeting, the proxy holders may vote the shares represented by the proxy using their best judgment. This item is not a substantive proposal with a defined subject, requested corporate action, or stated board position. It functions principally as a discretionary proxy authorization for unforeseen matters that satisfy the meeting’s procedural requirements. The filing does not identify a shareholder proponent or provide supporting or opposition arguments. No separate recommendation of FOR or AGAINST is made because the board cannot evaluate an unspecified future matter in advance. The practical effect is to permit proxy holders to respond to properly presented business while preserving the company’s statement that no such business is currently expected.

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When is the C3ai Inc 2026 annual meeting?

C3ai Inc (AI) holds its 2026 annual shareholder meeting on Monday, October 26, 2026.

What is the record date for the C3ai Inc 2026 meeting?

The record date for the C3ai Inc 2026 meeting is Friday, September 4, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for C3ai Inc's 2026 meeting?

The board is presenting 3 director nominees at the C3ai Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the C3ai Inc 2026 meeting?

Shareholders will vote on 5 proposals at the C3ai Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.