C3.ai Sets Oct 3 Annual Meeting; Board Backs All Proposals

Ticker: AI · Form: DEF 14A · Filed: 2025-08-21T00:00:00.000Z

Sentiment: neutral

Topics: Proxy Statement, Annual Meeting, Corporate Governance, Executive Compensation, Director Election, Auditor Ratification, Shareholder Vote

Related Tickers: AI

TL;DR

**AI's board is pushing for continuity and status quo, so expect no major shake-ups at the upcoming shareholder meeting.**

AI Summary

C3.ai, Inc. (AI) is holding its 2025 Annual Meeting of Stockholders virtually on October 3, 2025, at 10:00 a.m. Pacific Time. Stockholders will vote on three key proposals: the election of three Class II director nominees (General (Ret.) John Hyten, Richard C. Levin, and Bruce Sewell) to serve until the 2028 Annual Meeting, the advisory approval of named executive officer compensation, and the ratification of Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year ending April 30, 2026. The board of directors unanimously recommends a 'FOR' vote on all proposals. As of the August 4, 2025 record date, there were 134,027,425 shares of Class A common stock and 3,499,992 shares of Class B common stock outstanding, with Class B shares carrying 50 votes each. The company expects to mail the Notice of Internet Availability of Proxy Materials around August 22, 2025, providing access to the 2025 Annual Report on Form 10-K.

Why It Matters

This DEF 14A filing outlines C3.ai's governance and compensation practices, crucial for investors assessing leadership stability and alignment with shareholder interests. The advisory vote on executive compensation provides a direct channel for shareholders to express their views on how the company rewards its top brass, impacting investor confidence. Ratifying Deloitte & Touche LLP ensures continued financial oversight, a key factor for market trust. In a competitive AI software landscape, strong governance and transparent compensation are vital for C3.ai to attract and retain talent while maintaining investor appeal against rivals like Palantir and Snowflake.

Risk Assessment

Risk Level: low — The risk level is low as this DEF 14A filing primarily details routine annual meeting proposals, including director elections, executive compensation advisory vote, and auditor ratification. There are no indications of contentious proxy battles, significant governance changes, or material financial disclosures that would suggest elevated risk. The board's unanimous recommendation for all proposals further reduces immediate governance risk.

Analyst Insight

Investors should review the executive compensation details to ensure alignment with performance, as this is an advisory vote. While the board recommends 'FOR' all proposals, shareholders should independently assess the Class II director nominees and Deloitte & Touche LLP's appointment. Voting by the October 2, 2025 deadline is crucial to ensure your voice is heard on these governance matters.

Key Numbers

Key Players & Entities

FAQ

When is C3.ai's 2025 Annual Meeting of Stockholders?

C3.ai's 2025 Annual Meeting of Stockholders will be held virtually on Friday, October 3, 2025, at 10:00 a.m. Pacific Time, accessible via live webcast at www.virtualshareholdermeeting.com/AI2025.

What are the key proposals C3.ai stockholders will vote on at the 2025 Annual Meeting?

Stockholders will vote on the election of three Class II director nominees, the advisory approval of named executive officer compensation, and the ratification of Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year ending April 30, 2026.

Who are the Class II director nominees for C3.ai?

The three Class II director nominees for C3.ai are General (Ret.) John Hyten, Richard C. Levin, and Bruce Sewell, each proposed to hold office until the 2028 Annual Meeting of Stockholders.

What is the record date for voting at C3.ai's 2025 Annual Meeting?

The record date for C3.ai's 2025 Annual Meeting is the close of business on August 4, 2025. Only stockholders of record on this date are entitled to vote.

How many votes does C3.ai's Class B common stock carry?

Each share of C3.ai's Class B common stock is entitled to 50 votes on each proposal, while each share of Class A common stock is entitled to one vote.

What is the board of directors' recommendation for the proposals at C3.ai's Annual Meeting?

C3.ai's board of directors recommends a 'FOR' vote for the election of each Class II director nominee, 'FOR' the advisory approval of named executive officer compensation, and 'FOR' the ratification of Deloitte & Touche LLP.

What happens if a C3.ai stockholder does not provide voting instructions for 'non-routine' matters?

For 'non-routine' matters like director elections and executive compensation, if a beneficial owner does not provide voting instructions, their broker cannot vote their shares, resulting in a 'broker non-vote' which has no effect on the outcome.

Can C3.ai stockholders change their vote after submitting a proxy?

Yes, C3.ai stockholders of record can change their vote or revoke their proxy any time before the Annual Meeting by entering a new vote online or by telephone, returning a later-dated proxy card, or voting online at the Annual Meeting.

What is the role of Deloitte & Touche LLP for C3.ai?

Deloitte & Touche LLP is proposed to be ratified as C3.ai's independent registered public accounting firm for the fiscal year ending April 30, 2026, responsible for auditing the company's financial statements.

How can C3.ai stockholders access the proxy materials for the 2025 Annual Meeting?

C3.ai stockholders can access the proxy statement and the 2025 Annual Report directly at www.proxyvote.com using the control number provided on their Notice of Internet Availability of Proxy Materials or proxy card.

Industry Context

C3.ai operates in the enterprise artificial intelligence (AI) software sector, a rapidly growing but increasingly competitive market. The company focuses on providing AI-powered applications for various industries, including energy, manufacturing, and defense. Key trends include the increasing adoption of AI for digital transformation, the demand for scalable cloud-based solutions, and the need for specialized AI applications tailored to specific business challenges.

Regulatory Implications

As a publicly traded technology company, C3.ai is subject to various regulations, including those related to financial reporting (SEC rules), data privacy (e.g., GDPR, CCPA), and potentially export controls for certain technologies. The company's reliance on cloud infrastructure also brings compliance considerations related to data security and service provider oversight.

What Investors Should Do

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Key Dates

Glossary

DEF 14A
A filing with the U.S. Securities and Exchange Commission (SEC) that provides detailed information for a company's annual meeting of stockholders. (This document contains the information presented in this analysis, including proposals for the annual meeting and details about the company's governance.)
Class II Director Nominees
Individuals nominated to serve on the company's board of directors for a specific class, typically serving a three-year term. (Stockholders are voting on the election of these nominees to the board.)
Advisory Approval of Executive Compensation
A non-binding shareholder vote on the compensation of the company's named executive officers. (Allows shareholders to express their opinion on the company's executive pay practices.)
Ratification of Independent Registered Public Accounting Firm
Shareholder approval of the company's choice of auditor for the upcoming fiscal year. (Ensures shareholder confidence in the integrity of the company's financial reporting.)
Class A Common Stock
The standard class of common stock issued by the company. (Represents the majority of outstanding shares and votes.)
Class B Common Stock
A class of common stock with enhanced voting rights. (Each Class B share carries 50 votes, significantly impacting voting power despite a smaller number of shares outstanding.)
Record Date
A specific date used to determine which shareholders are eligible to receive notice of and vote at a shareholder meeting. (Establishes the pool of eligible voters for the upcoming annual meeting.)
Notice of Internet Availability of Proxy Materials
A document informing shareholders that proxy materials (like the proxy statement and annual report) are available online, with instructions on how to access them and vote. (The primary method for distributing meeting information to shareholders.)

Year-Over-Year Comparison

This analysis is based on the 2025 DEF 14A filing. A comparison to the previous year's filing (2024 DEF 14A) would require access to that document. Key metrics to compare would include changes in revenue growth, net income, operating margins, executive compensation trends, and any new or updated risk factors disclosed.

Filing Stats: 4,980 words · 20 min read · ~17 pages · Grade level 11.9 · Accepted 2025-08-21 16:22:38

Filing Documents

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 26 PAY VERSUS PERFORMANCE 45 PAY RATIO 51 EQUITY COMPENSATION PLAN INFORMATION 52

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 53 CERTAIN RELATIONSHIPS AND TRANSACTIONS WITH RELATED PERSONS 57 OTHER MATTERS 59 Proxy Statement for 2025 Annual Meeting of Stockholders To Be Held on October 3, 2025 This proxy statement and the enclosed form of proxy are being provided to you in connection with the solicitation of proxies by our board of directors for use at the 2025 Annual Meeting of Stockholders of C3.ai, Inc., a Delaware corporation. Throughout this proxy statement, we refer to the 2025 Annual Meeting of Stockholders, including any postponements, adjournments, or continuations thereof, as the "Annual Meeting," and we refer to C3.ai, Inc. as "C3 AI," "we," "us," "our," and the "Company." The Annual Meeting will be held as a virtual meeting on Friday, October 3, 2025, at 10:00 a.m. Pacific Time, via a live audio webcast on the internet at www.virtualshareholdermeeting.com/AI2025 where you will be able to listen to the meeting, submit questions, and vote online. The Notice of Internet Availability of Proxy Materials containing instructions on how to access this proxy statement and our annual report is first being mailed on or about August 22, 2025, to all stockholders entitled to vote at the Annual Meeting. The Notice of Internet Availability of Proxy Materials provides instructions on how to vote online or by telephone and how to receive a paper copy of proxy materials by mail. The proxy statement for the Annual Meeting and our 2025 Annual Report can be accessed directly at www.proxyvote.com using the control number located on your Notice of Internet Availability of Proxy Materials, on your proxy card, or in the instructions that accompanied your proxy materials. 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. Information contained on, or that

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