Uipath Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect eight nominees—Daniel Dines, Philippe Botteri, Michael Gordon, Sivaramakichenane Somasegar, Daniel Springer, Karenann Terrell, Rich Wong, and June Yang—to serve until the 2027 Annual Meeting.

2. 2

   Non-Binding Advisory Vote to Approve Named Executive Officer Compensation (Say-on-Pay

   ManagementBoard: FOR

   A non-binding, advisory vote asking stockholders to approve the compensation of the company's named executive officers, as disclosed in the proxy statement.

   More detail

   This management proposal asks shareholders to cast a non-binding advisory vote to approve the totality of named executive officer (NEO) compensation as described in the proxy materials. Management seeks approval to validate its pay-for-performance framework, which emphasizes a substantial at-risk component (performance-based cash bonuses and multi-year RSU/PSU awards) tied to company metrics such as incremental ARR and non-GAAP adjusted free cash flow, and for certain PSUs, total revenue and iARR. The compensation committee relied on an independent compensation consultant and a defined peer group to set target pay levels but retained discretion to consider company-specific factors like retention needs and executive performance. Management highlights that the 2025 say-on-pay received over 99% support and that the committee conducts regular stockholder outreach to incorporate feedback. The board recommends a FOR vote, arguing the program aligns executives’ interests with stockholders by linking realized pay to long-term stock performance and by using multi-year vesting and performance gates to discourage short-term risk-taking. Opposition risks include shareholder concern over high absolute equity values for certain NEOs, the presence of significant perquisites for the CEO (noted security and benefit costs), and the non-binding nature of the vote limiting direct corrective effect. The company states it will consider the outcome of the advisory vote when evaluating future compensation decisions, indicating responsiveness to investor sentiment. Given the reliance on standard market benchmarking, explicit performance metrics, and substantial disclosure, the proposal is unlikely to produce governance changes immediately but serves as an important barometer of shareholder support for pay practices. Overall, the proposal is a routine but meaningful governance item assessing alignment between executive pay and company performance, with the board supporting continuation of its current compensation approach.

3. 3

   Ratification of Selection of KPMG LLP as Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the audit committee’s selection of KPMG LLP as the company's independent registered public accounting firm for the fiscal year ending January 31, 2027.

Upcoming shareholder meetings at Uipath Inc’s closest sector peers — compare boards, ballots, and ownership across the cohort.

When is the Uipath Inc 2026 annual meeting?

Uipath Inc (PATH) holds its 2026 annual shareholder meeting on Thursday, June 25, 2026.

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

The record date for the Uipath Inc 2026 meeting is Tuesday, April 28, 2026. Shareholders of record on or before that date are eligible to vote.

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

The board is presenting 8 director nominees at the Uipath Inc 2026 meeting, listed with their independence status and background.

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

Shareholders will vote on 3 proposals at the Uipath Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.