Independent
Tenure on this board
5.2 yrs
Also a director at
Riskified Ltd (RSKD)
Meeting calendar
KVYO · Annual meeting · Tuesday, June 9, 2026
Klaviyo Inc
3 nominees · 3 ballot items.
Elect three Class III directors (Jennifer Ceran, Chano Fernández, Susan St. Ledger); approve, on a non-binding advisory basis, the compensation of the named executive officers (say-on-pay); and ratify Deloitte & Touche LLP as the independent registered public accounting firm for fiscal year 2026.
Market cap
$5.3B
1Y TSR
-52.3%
Board grade
C-
Record date
Apr 15, 2026
Filing
DEF 14A
Meeting concluded · Jun 9, 2026
Follow how the vote landed and what changed on Klaviyo Inc’s board — director track records, governance grades, and ongoing monitoring — on the Boardroom Alpha platform.
Proposals
On the ballot3
- 1
Election of Class III Directors
ManagementBoard: FORElect three nominees—Jennifer Ceran, Chano Fernández, and Susan St. Ledger—as Class III directors to hold office until the 2029 annual meeting (plurality vote).
- 2
Non-Binding Advisory Vote on the Compensation of Our Named Executive Officers
ManagementBoard: FORA non-binding, advisory 'say-on-pay' vote to approve the compensation paid to the named executive officers as disclosed in the proxy statement (Compensation Discussion and Analysis, tables, and narrative).
More detail
This management proposal asks shareholders to approve, on an advisory basis, the Company’s disclosed compensation for its named executive officers (the 'say-on-pay' vote). Management seeks this approval to confirm stockholder support for its compensation philosophy, which emphasizes market-competitive base pay, performance-driven annual cash bonuses tied to revenue and non-GAAP operating income, and long-term equity incentives designed to align executives with long-term shareholder value. The Compensation Committee reports robust governance processes, including independent committee oversight, use of an independent compensation consultant, a defined peer group, stock ownership guidelines, a clawback policy, and recent enhancements for 2026 such as introducing performance stock units (PSUs) and increasing target bonus opportunities to strengthen pay-for-performance alignment. Contextually, 2025 was a strong operational year—32% revenue growth, improved margins, and strategic product launches—which management uses to justify its pay outcomes and the design of incentive metrics. The board emphasizes that the vote is advisory and that it will consider the outcome when setting future compensation, noting prior strong stockholder support and active engagement (the 2025 say-on-pay passed with approximately 99.80% approval and management conducted outreach representing ~35% of outstanding shares). The Compensation Committee also exercised negative discretion on 2025 bonus payouts (reducing funding to 87.3% of target) to align payouts with broader employee outcomes, and the company has adapted its long-term award mix (adding ~30% PSUs for 2026 awards) to increase performance-linkage. While management presents this proposal as consistent with market practice and governance safeguards, shareholders should note the large equity grants and hybrid service-/performance-based structures introduced for new senior hires (notably the Co-CEO’s performance-weighted package), the advisory nature of the vote, and the potential for future adjustments based on the shareholder response. In sum, the proposal seeks endorsement of the disclosed pay program as a validation of the Company’s governance and pay-for-performance approach, and the Board recommends a FOR vote because it believes the program supports retention, aligns incentives with strategic goals, and reflects stockholder feedback and market best practices.
- 3
Ratification of Appointment of Independent Registered Public Accounting Firm
ManagementBoard: FORRatify Deloitte & Touche LLP as Klaviyo’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Director elections
Nominees on the ballot3
Not independent
Tenure on this board
3.0 yrs
Independent
Tenure on this board
3.2 yrs
Ownership
Latest 13F quarterTop institutional holders10
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | SUMMIT PARTNERS L P | 6.3% | 18,852,778 | $367M |
| 2 | Capital International Investors | 3.9% | 11,703,859 | $228M |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 2.5% | 7,531,915 | $147M |
| 4 | Whale Rock Capital Management LLC | 2.3% | 6,825,206 | $133M |
| 5 | FMR LLC | 2.1% | 6,329,308 | $123M |
| 6 | VANGUARD CAPITAL MANAGEMENT LLC | 2.1% | 6,162,720 | $120M |
| 7 | MORGAN STANLEY | 1.6% | 4,742,949 | $92M |
| 8 | WELLINGTON MANAGEMENT GROUP LLP | 1.5% | 4,562,888 | $89M |
| 9 | Sands Capital Alternatives, LLC | 1.2% | 3,649,678 | $71M |
| 10 | FMR LLC | 1.1% | 3,403,912 | $66M |
Peers
Nearest market capOther Technology sector meetings6
Upcoming shareholder meetings at Klaviyo Inc’s closest sector peers — compare boards, ballots, and ownership across the cohort.
Global Business Travel Group IncGBTG
Special meeting·Aug 3, 2026·$4.9B
Commvault Systems IncCVLT
Annual meeting·Aug 6, 2026·$6.2B
Cirrus Logic IncCRUS
Annual meeting·Jul 31, 2026·$6.9B
Qorvo IncQRVO
Annual meeting·Aug 11, 2026·$7.3B
Agilysys IncAGYS
Annual meeting·Sep 2, 2026·$3.1B
Kyndryl Holdings IncKD
Annual meeting·Jul 30, 2026·$2.6B
Reference
Frequently asked questions
- When is the Klaviyo Inc 2026 annual meeting?
- Klaviyo Inc (KVYO) holds its 2026 annual shareholder meeting on Tuesday, June 9, 2026.
- What is the record date for the Klaviyo Inc 2026 meeting?
- The record date for the Klaviyo Inc 2026 meeting is Wednesday, April 15, 2026. Shareholders of record on or before that date are eligible to vote.
- Who are the director nominees for Klaviyo Inc's 2026 meeting?
- The board is presenting 3 director nominees at the Klaviyo Inc 2026 meeting, listed with their independence status and background.
- What proposals will shareholders vote on at the Klaviyo Inc 2026 meeting?
- Shareholders will vote on 3 proposals at the Klaviyo Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.
Disclaimer
The opinions and information contained herein have been obtained or derived from sources believed to be reliable, but Boardroom Alpha cannot guarantee its accuracy and completeness, and that of the opinions based thereon.
This report contains opinions and is provided for informational purposes only – it does not constitute investment, legal or tax advice. You should not rely solely upon the research herein for purposes of transacting securities or other investments, and you are encouraged to conduct your own research and due diligence, and to seek the advice of a qualified securities professional before you make any investment.
None of the information contained in this report constitutes, or is intended to constitute a recommendation by Boardroom Alpha of any particular security or trading strategy or a determination by Boardroom Alpha that any security or trading strategy is suitable for any specific person. To the extent any of the information contained herein may be deemed to be investment advice, such information is impersonal and not tailored to the investment needs of any specific person.
No representation or warranty, expressed or implied, is made on behalf of Boardroom Alpha as to the accuracy or completeness of the information contained herein. Boardroom Alpha does not accept any liability for any direct, indirect or consequential loss or damage suffered by any person as a result of relying on all or any part of this research and any liability is expressly disclaimed.