Independent
Tenure on this board
11.3 yrs
3 nominees · 3 ballot items.
Elect three Class II directors (Asheem Chandna, Ravi Mhatre, Arvind Nithrakashyap); ratify KPMG LLP as independent auditors for fiscal 2027; and an advisory (non-binding) vote on the frequency of future say-on-pay votes (one, two, or three years).
Elect the Board’s three nominees for Class II directors—Asheem Chandna, Ravi Mhatre, and Arvind Nithrakashyap—to serve until the 2029 Annual Meeting and until their successors are elected and qualified.
Ratify the Audit Committee’s appointment of KPMG LLP as Rubrik’s independent registered public accounting firm for the fiscal year ending January 31, 2027.
Non-binding advisory vote allowing stockholders to indicate whether future advisory votes on named executive officer compensation should be held every one, two, or three years (board recommends ‘‘ONE YEAR’’).
This management proposal asks shareholders to select a non-binding preferred frequency (one, two, or three years) for future advisory votes on executive compensation (say-on-pay). The company frames the vote as an opportunity for stockholders to indicate how often they wish to provide feedback on the compensation of named executive officers, and the Board explicitly recommends an annual vote. Management’s stated rationale for recommending annual votes is that more frequent votes provide more timely and direct shareholder input into compensation philosophy, policies and practices and allow the Compensation Committee to respond more quickly to stockholder concerns. The vote is advisory and non-binding, but the Board and Compensation Committee state they will consider the outcome when determining the frequency of future say-on-pay votes; the filing also notes an expectation that the next advisory vote on frequency will occur at the 2032 annual meeting. From a governance perspective, an annual frequency increases the cadence of shareholder engagement and accountability but also increases administrative costs and the potential for short-termism in compensation discussions; conversely, multi-year cycles reduce administrative burden but lessen timely feedback. The company notes this proposal is ‘‘non-routine’’ for brokers, meaning broker-dealers cannot vote uninstructed shares on this matter; that could result in broker non-votes and may affect the total votes cast. For a sophisticated evaluator, the key trade-offs are responsiveness and oversight (favoring annual) versus reduced costs and potential for longer-term compensation planning (favoring multi-year). Given Rubrik’s recent IPO, active equity compensation programs, and evolving pay structures, the Board’s annual recommendation signals a governance posture favoring frequent investor input and responsiveness to market and performance signals. The advisory nature of the vote means practical impact depends on the magnitude of support and subsequent Board action, and institutional investors and proxy advisors will likely view the outcome as a signal on governance quality and Board accountability.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD GROUP INC | 6.73% | 13,612,169 | $1.0B |
| 2 | FIRST TRUST ADVISORS LP | 3.49% | 7,064,057 | $540M |
| 3 | BlackRock, Inc. | 2.35% | 4,746,081 | $363M |
| 4 | NORGES BANK | 2.24% | 4,522,846 | $346M |
| 5 | FMR LLC | 2.11% | 4,260,340 | $326M |
| 6 | VOYA INVESTMENT MANAGEMENT LLC | 1.82% | 3,680,010 | $281M |
| 7 | BlackRock, Inc. | 1.75% | 3,540,438 | $271M |
| 8 | STATE STREET CORP | 1.17% | 2,356,918 | $180M |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 1.08% | 2,179,195 | $167M |
| 10 | PointState Capital LP | 1.04% | 2,100,000 | $161M |
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