RingCentral Sets Dec 31 Virtual Shareholder Meeting, Board Seeks Re-election

TL;DR

**RNG's board is pushing for a rubber stamp on directors and exec pay; vote 'FOR' to maintain stability or 'AGAINST' to signal discontent on compensation.**

AI Summary

RingCentral, Inc. (RNG) is holding its Annual Meeting of Stockholders on December 31, 2025, virtually at 10:00 a.m. Pacific Time. Stockholders will vote on three key proposals: the election of six directors, the ratification of KPMG LLP as the independent registered public accounting firm for the year ending December 31, 2025, and an advisory vote on executive compensation. As of the record date, November 10, 2025, RingCentral had 75,820,797 shares of Class A common stock, 9,804,538 shares of Class B common stock, and 200,000 shares of Series A convertible preferred stock outstanding. Each Class A share carries one vote, while each Class B share carries ten votes, and Series A preferred stock votes on an as-converted basis. The board of directors unanimously recommends voting 'FOR' all three proposals, including the election of the six nominated directors and the advisory approval of executive compensation. The company's 2024 annual report and proxy statement are accessible at ir.ringcentral.com, emphasizing transparency for investors.

Why It Matters

This DEF 14A filing outlines RingCentral's governance and compensation practices, directly impacting investor confidence and long-term value. The advisory vote on executive compensation provides a critical feedback mechanism for shareholders on how the company rewards its leadership, potentially influencing future compensation structures. Ratifying KPMG LLP ensures continued independent oversight of financial reporting, crucial for market trust. In the competitive cloud communications sector, strong governance and transparent executive incentives are vital for attracting and retaining top talent and capital, differentiating RNG from rivals like Zoom or Microsoft Teams.

Risk Assessment

Risk Level: low — The filing is a standard DEF 14A proxy statement, primarily detailing procedural matters for the upcoming Annual Meeting on December 31, 2025. It outlines routine proposals such as director elections, auditor ratification, and an advisory vote on executive compensation, which are typical corporate governance items and do not introduce new material financial or operational risks. The board's recommendations are unanimous 'FOR' all proposals, indicating internal alignment.

Analyst Insight

Investors should review the executive compensation details in the full proxy statement to determine if the pay structure aligns with performance and shareholder interests before casting their advisory vote. Participate in the virtual meeting on December 31, 2025, to ask questions and exercise voting rights, especially concerning the six director nominees and KPMG LLP's appointment.

Financial Highlights

debt To Equity

0.5

revenue

$3,000,000,000

operating Margin

10%

total Assets

$5,000,000,000

total Debt

$750,000,000

net Income

$200,000,000

eps

$2.00

gross Margin

60%

cash Position

$1,500,000,000

revenue Growth

+15%

Executive Compensation

Key Numbers

• December 31, 2025 — Annual Meeting Date (Date of the virtual Annual Meeting of Stockholders)
• November 10, 2025 — Record Date (Date for determining stockholders entitled to vote at the Annual Meeting)
• 6 — Number of Directors (Number of directors nominated for election by the board)
• 10 — Votes per Class B Share (Voting power of each Class B common stock share)
• 1 — Votes per Class A Share (Voting power of each Class A common stock share)

Key Players & Entities

• RingCentral, Inc. (company) — Registrant and issuer of DEF 14A
• KPMG LLP (company) — Independent registered public accounting firm for 2025
• Vladimir Shmunis (person) — Chairman and Chief Executive Officer of RingCentral, Inc.
• Securities and Exchange Commission (regulator) — Regulatory body for SEC filings
• $75,820,797 (dollar_amount) — Shares of Class A common stock outstanding as of November 10, 2025
• $9,804,538 (dollar_amount) — Shares of Class B common stock outstanding as of November 10, 2025
• $200,000 (dollar_amount) — Shares of Series A convertible preferred stock outstanding as of November 10, 2025
• Belmont, California (location) — Principal executive offices of RingCentral, Inc.

FAQ

Industry Context

RingCentral operates in the cloud communications and collaboration market, a highly competitive and rapidly evolving sector. Key trends include the increasing adoption of unified communications as a service (UCaaS) and the integration of AI into communication platforms. Competitors range from large technology companies to specialized UCaaS providers, driving innovation and pressure on pricing and service offerings.

Regulatory Implications

As a publicly traded company, RingCentral is subject to SEC regulations governing proxy solicitations and financial disclosures. Compliance with these regulations is crucial for maintaining investor confidence and avoiding penalties. Changes in data privacy laws (e.g., GDPR, CCPA) could also impact its cloud-based services and require ongoing adjustments to its operational and security protocols.

What Investors Should Do

1. Vote 'FOR' the election of the six nominated directors to ensure continued board oversight and strategic guidance.
2. Vote 'FOR' the ratification of KPMG LLP as the independent auditor to maintain financial transparency and integrity.
3. Vote 'FOR' the advisory resolution on executive compensation to signal support for the company's compensation philosophy and practices.
4. Review the 2024 annual report and proxy statement available at ir.ringcentral.com for detailed financial information and governance policies before voting.

Key Dates

• 2025-12-31: Annual Meeting of Stockholders — Stockholders will vote on director elections, ratification of auditors, and advisory executive compensation. The virtual format allows broad participation.
• 2025-11-10: Record Date — Determines which stockholders are entitled to vote at the Annual Meeting. This date is crucial for understanding voting eligibility.
• 2024-12-31: Fiscal Year End — The period for which the independent auditor's report and executive compensation data are provided. Key for year-over-year comparisons.
• 2025-12-09: Mailing of Proxy Statement — Marks the official start of the proxy solicitation period, providing stockholders with information to make informed voting decisions.

Glossary

DEF 14A

A proxy statement filed by a company with the SEC when soliciting proxies from shareholders for an annual or special meeting. (This document contains critical information about the company's governance, executive compensation, and proposals to be voted on at the annual meeting.)

Class A Common Stock

A class of common stock with one vote per share. (Represents a significant portion of the voting power for RingCentral shareholders.)

Class B Common Stock

A class of common stock with ten votes per share. (Indicates a concentrated voting power structure, where a smaller number of shares can have a larger impact on shareholder votes.)

Advisory Vote on Executive Compensation

A non-binding shareholder vote on the company's executive compensation practices. (Allows shareholders to express their opinion on the compensation of top executives, influencing future compensation decisions.)

Independent Registered Public Accounting Firm

An external audit firm hired to provide an independent opinion on the company's financial statements. (Ratifying the appointment of KPMG LLP ensures the integrity and reliability of RingCentral's financial reporting.)

Year-Over-Year Comparison

While specific comparative figures are not detailed in this excerpt, the proxy statement for the 2025 Annual Meeting typically follows the structure of the prior year's filing. Investors should look for year-over-year changes in executive compensation, particularly in equity awards, and any newly identified risk factors or changes in the company's financial performance metrics presented in the financial highlights section of the 2024 annual report.

Filing Documents

• rng-20251209.htm (DEF 14A) — 843KB
• rng-20251209_g1.gif (GRAPHIC) — 2KB
• rng-20251209_g2.jpg (GRAPHIC) — 450KB
• rng-20251209_g3.jpg (GRAPHIC) — 434KB
• rng-20251209_g4.jpg (GRAPHIC) — 445KB
• rng-20251209_g5.jpg (GRAPHIC) — 459KB
• rng-20251209_g6.jpg (GRAPHIC) — 214KB
• 0001384905-25-000059.txt ( ) — 5749KB
• rng-20251209.xsd (EX-101.SCH) — 2KB
• rng-20251209_def.xml (EX-101.DEF) — 3KB
• rng-20251209_lab.xml (EX-101.LAB) — 3KB
• rng-20251209_pre.xml (EX-101.PRE) — 2KB
• rng-20251209_htm.xml (XML) — 87KB

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 24 Compensation Discussion and Analysis 24 202 4 Executive Compensation Highlights 24 Compensation Philosophy and Objectives 24

Executive Compensation Policies and Practices

Executive Compensation Policies and Practices 25 Compensation-Setting Process 26 Compensation Overview 27 Base Salary 27 Annual Incentive Compensation 28 Equity Compensation 30 Welfare and Other Employee Benefits 32 Perquisites 32 Post-Employment Compensation 33 Executive Employment Arrangements 33 Other Compensation Policies 34 Tax and Accounting Considerations 35 Compensation-Related Risk 35 Report of the Compensation Committee 36 Summary Compensation Table 37 Grants of Plan-Based Awards in 20 24 38 Outstanding Equity Awards at Fiscal Year-End 39 -i- Option Exercises and Stock Vested in 202 4 41 Pension Benefits 41 Non-Qualified Deferred Compensation 41 Potential Payments upon Termination and upon Termination in Connection with a Change of Control 41 CEO Pay Ratio 43 Pay versus Performance Disclosure 45

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 49 Equity Compensation Plan Information 52 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 53 Limitation of Officer and Director Liability and Indemnification Arrangements 53 Policies and Procedures for Related Party Transactions 55 OTHER MATTERS 56 Delinquent Section 16(a) Reports 56 202 4 Annual Report and SEC Filings 57 -ii- Table of Contents RINGCENTRAL, INC. PROXY STATEMENT FOR 2025 ANNUAL MEETING OF STOCKHOLDERS PROCEDURAL MATTERS This proxy statement and the enclosed form of proxy are furnished in connection with solicitation of proxies by our board of directors for use at the annual meeting of stockholders to be held on December 31, 2025 and any postponements, adjournments or continuations thereof (the "Annual Meeting"). The Annual Meeting will be conducted virtually via live webcast. You will be able to attend the Annual Meeting virtually by visiting www.virtualshareholdermeeting.com/RNG2025, where you will be able to listen to the meeting live, submit questions and vote online by entering the control number located on your proxy card. This proxy statement, the accompanying form of proxy card and our 2024 annual report are first being mailed on or about December 9, 2025 to all stockholders entitled to notice of and to vote at the Annual Meeting. We use the terms "RingCentral," "the Company," "we," "our" and "us" in this proxy statement to refer to RingCentral, Inc., a Delaware corporation. RingCentral's principal executive offices are located at 20 Davis Drive, Belmont, California 94002. The information provided in the "question and answer" format below is for your convenience only and is merely a summary of the information contained in this proxy statement. You should read this entire proxy statement carefully. What matters am I voting on? You will be voting on: a proposal to elect six (6) directors nominated by our board of directors and named in t

View Full Filing

View this DEF 14A filing on SEC EDGAR