Yext Inc

1. 1

   Approval of the CEO Performance Award

   ManagementBoard: FOR

   Approve a standalone performance-based nonstatutory stock option award to CEO Michael Walrath for up to 11,000,000 shares, with a $7.00 exercise price, earned only upon sustained achievement of specified stock-price targets and subject to continued service as CEO, and granted outside the 2016 Equity Incentive Plan.

   More detail

   Proposal 1 asks stockholders to approve a standalone nonstatutory stock option for CEO Michael Walrath covering up to 11 million shares. The option has a $7.00 exercise price and a ten-year term, and it was granted outside Yext’s existing 2016 Equity Incentive Plan. The award is divided into 14 tranches with target prices ranging from $21.00 to $88.08 per share. A tranche is earned only after the applicable stock-price target is sustained over a 180-day average and also satisfied over a related 30-day average, making the award dependent on prolonged market performance rather than a short-term price spike. Earned shares also remain subject to retention requirements tied to continued service as CEO, although special treatment applies to death, disability, qualifying termination, and change-in-control events. The Board argues that the structure aligns Walrath’s incentives with stockholders, creates substantial retention value, and rewards only significant and sustained value creation. The Company also states that the award is intended to constitute Walrath’s sufficient equity compensation for the ten years following the grant, limiting the expectation of periodic additional awards. If approved, the award could represent meaningful potential dilution, but the filing emphasizes that actual value depends on achievement of the tranches, future dilution, exercise timing, and stock-price performance. The Board unanimously recommends approval, with Walrath abstaining, because it views the performance hurdles and service conditions as appropriately linking compensation to long-term stockholder returns.

2. 2

   Approval of One or More Adjournments of the Special Meeting

   ManagementBoard: FOR

   Approve one or more adjournments of the Special Meeting, if necessary, to solicit additional proxies when there are insufficient affirmative votes to approve Proposal No. 1.

   More detail

   Proposal 2 asks stockholders to authorize one or more adjournments of the Special Meeting if the Company lacks enough affirmative votes to approve Proposal 1. The stated purpose is to provide additional time to solicit proxies rather than to introduce new substantive business. If invoked, the adjournment would allow directors, officers, and employees to seek further support for the CEO Performance Award. The Company says that stockholders would vote only on Proposal 2 during the relevant adjournment request and not revisit Proposal 1 at that moment. The proposal therefore functions as a procedural vote connected specifically to the compensation proposal. Its approval would give management flexibility to continue solicitation efforts when the initial vote is inconclusive or insufficient. Abstentions count as shares present and entitled to vote and therefore have the same effect as votes against the proposal. Broker non-votes are stated to have no effect because those shares are not entitled to vote on the matter. The Board unanimously recommends a vote for the proposal because an adjournment could help obtain the required stockholder approval for Proposal 1.

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When is the Yext Inc 2026 special meeting?

Yext Inc (YEXT) holds its 2026 special shareholder meeting on Tuesday, December 22, 2026.

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

The record date for the Yext Inc 2026 meeting is Thursday, November 12, 2026. Shareholders of record on or before that date are eligible to vote.

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

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

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

Shareholders will vote on 2 proposals at the Yext Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.