Planet Labs Pbc

1. 1

   Re-election of Class II Directors

   ManagementBoard: FOR

   Re-elect Vijaya Gadde, General John W. Raymond, and Scott Reese as Class II directors to serve until the 2029 annual meeting and until their successors are qualified.

2. 2

   Ratification of Appointment of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

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

3. 3

   Advisory Vote on the Compensation of Named Executive Officers (Say-on-Pay

   ManagementBoard: FOR

   Non-binding, advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement, including the Compensation Discussion & Analysis and compensation tables.

   More detail

   This non-binding advisory proposal asks stockholders to approve the compensation paid to Planet’s named executive officers as disclosed in the proxy materials. Management is seeking this advisory vote to obtain stockholder feedback and validate its executive pay program, which the compensation committee designed to retain and motivate executives, align management and stockholder interests, and reward performance. The proxy materials summarize a pay program composed of base salary, a performance-based annual bonus (with metrics weighted toward GAAP revenue and adjusted EBITDA), equity-based long-term incentives (RSUs and performance-vesting PSUs), and standard benefits and severance arrangements. For fiscal year 2026 the compensation committee set bonus metrics and, based on above-target performance, approved payouts at 125% of target; significant equity grants and vested RSUs/PSUs contributed materially to total reported compensation and to the high “compensation actually paid” figures in 2026. The board recommends FOR the proposal, asserting that the program aligns pay with performance, supports retention of key executives, is governed by an independent compensation committee assisted by an independent consultant, and reflects market-competitive targets. Company-specific context includes large equity holdings and founder/dual-class control that can amplify outcomes (e.g., substantial equity vesting and potential change-in-control acceleration provisions), which may be a point of scrutiny for governance-focused investors. Management notes that the vote is advisory and non-binding, but that the board and compensation committee will consider the voting results when making future compensation decisions. The proposal therefore functions as a governance check on pay practices, balancing demonstrated operational performance (revenue growth and adjusted EBITDA improvement) against potential concerns about equity concentration, severance/change-in-control protections, and one-time realized equity windfalls that materially affect reported CEO pay.

4. 4

   Other Business

   Management

   Transact such other business as may properly come before the Annual Meeting.

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When is the Planet Labs Pbc 2026 annual meeting?

Planet Labs Pbc (PL) holds its 2026 annual shareholder meeting on Thursday, July 9, 2026.

What is the record date for the Planet Labs Pbc 2026 meeting?

The record date for the Planet Labs Pbc 2026 meeting is Friday, May 15, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Planet Labs Pbc's 2026 meeting?

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

What proposals will shareholders vote on at the Planet Labs Pbc 2026 meeting?

Shareholders will vote on 4 proposals at the Planet Labs Pbc 2026 meeting, each tagged with who proposed it and the board's recommendation.