Rubrik Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   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.

2. 2

   Ratification of Appointment of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   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.

3. 3

   Advisory Vote on the Frequency of Future Stockholder Advisory Votes on Named Executive Officer Compensation (Say-on-Pay Frequency

   ManagementBoard: FOR

   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’’).

   More detail

   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.

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When is the Rubrik Inc 2026 annual meeting?

Rubrik Inc (RBRK) holds its 2026 annual shareholder meeting on Wednesday, June 3, 2026.

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

The record date for the Rubrik Inc 2026 meeting is Tuesday, April 7, 2026. Shareholders of record on or before that date are eligible to vote.

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

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

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

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