Cerence Inc. Files Definitive Proxy Statement (DEF 14A)

Ticker: CRNC · Form: DEF 14A · Filed: 2024-01-05T00:00:00.000Z

Sentiment: neutral

Topics: DEF 14A, Proxy Statement, Executive Compensation, Cerence Inc., Shareholder Meeting

TL;DR

<b>Cerence Inc. has filed its Definitive Proxy Statement (DEF 14A) detailing executive compensation and corporate governance for the period ending February 15, 2024.</b>

AI Summary

Cerence Inc. (CRNC) filed a Proxy Statement (DEF 14A) with the SEC on January 5, 2024. Cerence Inc. filed a Definitive Proxy Statement (DEF 14A) on January 5, 2024. The filing covers the period ending February 15, 2024. The company's fiscal year ends on September 30. Cerence Inc. was formerly known as Cerence LLC and Diamond SpinCo, LLC. The filing includes detailed information on executive compensation and equity awards for the fiscal years 2021-2023.

Why It Matters

For investors and stakeholders tracking Cerence Inc., this filing contains several important signals. This filing provides shareholders with crucial information regarding executive compensation, stock performance, and voting matters, enabling informed decisions at the upcoming shareholder meeting. The detailed breakdown of equity awards and their fair value changes offers insight into the company's incentive structures and potential future dilution.

Risk Assessment

Risk Level: low — Cerence Inc. shows low risk based on this filing. The filing is a routine DEF 14A, providing standard disclosures without immediate financial or operational red flags.

Analyst Insight

Review the executive compensation details and any proposed shareholder resolutions to understand potential impacts on corporate governance and shareholder value.

Key Numbers

Key Players & Entities

FAQ

When did Cerence Inc. file this DEF 14A?

Cerence Inc. filed this Proxy Statement (DEF 14A) with the SEC on January 5, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by Cerence Inc. (CRNC).

Where can I read the original DEF 14A filing from Cerence Inc.?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by Cerence Inc..

What are the key takeaways from Cerence Inc.'s DEF 14A?

Cerence Inc. filed this DEF 14A on January 5, 2024. Key takeaways: Cerence Inc. filed a Definitive Proxy Statement (DEF 14A) on January 5, 2024.. The filing covers the period ending February 15, 2024.. The company's fiscal year ends on September 30..

Is Cerence Inc. a risky investment based on this filing?

Based on this DEF 14A, Cerence Inc. presents a relatively low-risk profile. The filing is a routine DEF 14A, providing standard disclosures without immediate financial or operational red flags.

What should investors do after reading Cerence Inc.'s DEF 14A?

Review the executive compensation details and any proposed shareholder resolutions to understand potential impacts on corporate governance and shareholder value. The overall sentiment from this filing is neutral.

How does Cerence Inc. compare to its industry peers?

Cerence Inc. operates in the prepackaged software industry, providing AI-powered solutions for the automotive sector.

Are there regulatory concerns for Cerence Inc.?

The filing is a DEF 14A, a standard disclosure required by the SEC for public companies soliciting proxies from shareholders.

Industry Context

Cerence Inc. operates in the prepackaged software industry, providing AI-powered solutions for the automotive sector.

Regulatory Implications

The filing is a DEF 14A, a standard disclosure required by the SEC for public companies soliciting proxies from shareholders.

What Investors Should Do

  1. Analyze the executive compensation packages and any proposed changes.
  2. Review shareholder proposals and voting recommendations.
  3. Examine the details of equity awards and their potential impact on dilution.

Key Dates

Year-Over-Year Comparison

This is the initial DEF 14A filing for the period ending February 15, 2024, following the company's fiscal year end.

Filing Stats: 4,431 words · 18 min read · ~15 pages · Grade level 16 · Accepted 2024-01-05 08:30:13

Filing Documents

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 30 HOW WE DETERMINE EXECUTIVE COMPENSATION 37 COMPENSATION COMMITTEE REPORT 50 FISCAL YEAR 2023 SUMMARY COMPENSATION TABLE 51 FISCAL YEAR 2023 GRANTS OF PLAN-BASED AWARDS TABLE 53 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 54 FISCAL YEAR 2023 OPTION EXERCISES AND STOCK VESTED TABLE 56 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL 59 PAY VERSUS PERFORMANCE DISCLOSURE 62 CEO PAY RATIO 67 EQUITY COMPENSATION PLAN INFORMATION 68 TRANSACTIONS WITH RELATED PERSONS 68 PROPOSAL TWO NON-BINDING, ADVISORY VOTE ON EXECUTIVE COMPENSATION 73 PROPOSAL THREE RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 74 AUDIT COMMITTEE REPORT 75

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 76 DELINQUENT SECTION 16(A) REPORTS 77 ADDITIONAL INFORMATION 78 NOTE REGARDING FORWARD-LOOKING STATEMENTS 79 Table of Contents PROXY STATEMENT ANNUAL MEETING OF SHAREHOLDERS OF CERENCE INC. February 15, 2024 This proxy statement (this "Proxy Statement") is furnished in connection with the solicitation by Cerence Inc. ("we," "us," "our," "Cerence" or the "Company") on behalf of the Board of Directors (the "Board" or the "Board of Directors") of proxies for use at the 2024 Annual Meeting of Shareholders of the Company to be held virtually on Thursday, February 15, 2024 at 11:00 a.m. Eastern Time, at www.proxydocs.com/CRNC (the "2024 Annual Meeting"). On or about January 5, 2024, we will mail to our shareholders a Notice of Internet Availability containing instructions on how to access our proxy materials, including the Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended September 30, 2023. The Notice of Internet Availability also instructs you on how to submit your proxy or voting instructions through the Internet or to request a paper copy of our proxy materials, including a proxy card or voting instruction form that includes instructions on how to submit your proxy or voting instructions by mail or telephone. Other shareholders, in accordance with their prior requests, have received e-mail access to our proxy materials and instructions to submit their vote via the Internet, or have been mailed paper copies of our proxy materials and a proxy card or voting instruction form. 1 Table of Contents PROXY STATEMENT SUMMARY This Proxy Statement provides information for shareholders of Cerence, as part of the solicitation of proxies by the Company and its Board of Directors from holders of the outstanding shares of the Company's common stock ("Common Stock"), for use at the 2024 Annual Meeting. This summary highlights select information that is provided

: Gender Identify

Part I: Gender Identify Directors 3 6

: Demographic Background

Part II: Demographic Background African American or Black Alaskan Native or Native American Asian 2 Hispanic or Latinx Native Hawaiian or pacific Islander White 3 4 Two or More Races or Ethnicities LGBTQ+ Did Not Disclose Demographic Background 6 Table of Contents Corporate Governance We are committed to good corporate governance, which we believe promotes the long-term interests of our shareholders, fosters sustained business success, and strengthens our Board of Directors and management accountability. We have the following practices in place to assist us in managing risk in order to promote the long-term interests of our shareholders. Annual election of directors Separate Chairman and CEO Substantial majority of independent directors 100% independent committee members Independent directors meet regularly without management present Shareholder right to call special meetings Majority voting in director elections with resignation policy Proxy access Annual say-on-pay vote Annual Board self-assessment and review of committee charters and governance policies and procedures Pay-for-performance philosophy and structure Stock ownership requirement for directors and named executive officers, with CEO at 5x annual base salary Anti-hedging and pledging policies No automatic acceleration of equity awards upon a "change of control" Use of independent compensation consultant to Compensation Committee Compensation Clawback Policy 7 Table of Contents VOTING Each share of Common Stock entitles the holder thereof to one vote on each of the matters to be acted upon at the 2024 Annual Meeting, including the election of directors. Votes cast online or by proxy at the 2024 Annual Meeting will be tabulated by Mediant Communications, Inc., the Inspector of Elections. Any proxy that is voted according to the instructions included in the proxy card will be voted in accordance with the instructions thereon, and if no instructions a

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