Sprout Social Inc

1. 1

   Election of Directors (two Class I directors

   ManagementBoard: FOR

   Elect two Class I directors (Peter Barris and Karen Walker) to serve three-year terms expiring in 2029.

2. 2

   Ratification of Appointment of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the appointment of PricewaterhouseCoopers LLP as Sprout Social’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

3. 3

   Advisory Vote to Approve the Compensation of Our 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.

   More detail

   This advisory proposal asks stockholders to approve, on a non-binding basis, the Company’s executive compensation program as disclosed in the proxy statement. Management seeks shareholder approval to validate its pay-for-performance approach and to demonstrate that the mix of base salary, a redesigned 2025 Short-Term Incentive Plan (combining quarterly and annual performance measures), and long-term RSU awards appropriately aligns executives’ interests with stockholders. The 2025 Short-Term Incentive Plan was modified in response to stockholder feedback to set all targets at the beginning of the year, allocate 60% to quarterly measures and 40% to annual measures, cap quarterly payouts at target and cap total annual payouts, and to weight performance toward revenue (70%) and non-GAAP operating income (30%). The Company also emphasizes long-term equity (RSUs vesting over four years), stock ownership guidelines, and a clawback policy as governance features that support alignment. Management and the compensation committee point to independent consultant support, prior high say-on-pay support (98-99% votes in prior years), and the board’s ongoing oversight as reasons to recommend a "FOR" vote. Because the vote is advisory, the board will consider the outcome when setting future pay practices; a vote against would signal investor concern and could prompt further changes. The central trade-off for investors is between providing competitive, retention-oriented pay (including significant RSUs) and ensuring strict performance-based pay; the plan’s combination of quarterly and annual financial metrics, payout caps, and long-term equity is designed to balance short-term execution with long-term value creation. Given the Company’s explicit response to prior stockholder feedback (redesigning the Short-Term Incentive Plan) and disclosure of compensation governance practices, the board recommends approval as a means to affirm alignment while reserving the right to adjust program specifics based on shareholder feedback and business needs.

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When is the Sprout Social Inc 2026 annual meeting?

Sprout Social Inc (SPT) holds its 2026 annual shareholder meeting on Wednesday, May 20, 2026.

What is the record date for the Sprout Social Inc 2026 meeting?

The record date for the Sprout Social Inc 2026 meeting is Friday, March 27, 2026. Shareholders of record on or before that date are eligible to vote.

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

The board is presenting 2 director nominees at the Sprout Social Inc 2026 meeting, listed with their independence status and background.

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

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