DEF: Amplitude, Inc. Announces Details for 2025 Annual Stockholder Meeting

Amplitude, Inc. will hold its 2025 Annual Meeting of Stockholders virtually on June 12, 2025, to vote on director elections, ratification of the accounting firm, and executive compensation.

Summary

• Amplitude, Inc. is holding its 2025 Annual Meeting of Stockholders on June 12, 2025, at 9:00 a.m. PT, as a virtual meeting.
• Stockholders of record as of April 15, 2025, are eligible to vote.
• The meeting will address the election of Spenser Skates, Erica Schultz, and Tien Tzuo as Class I Directors, the ratification of KPMG LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2025, and an advisory vote on the compensation of the company's named executive officers.
• As of the record date, there were 98,766,875 shares of Class A common stock and 32,093,043 shares of Class B common stock outstanding.
• The Board recommends voting for the election of the director nominees, for the ratification of KPMG LLP, and for the approval of the executive compensation.

Sentiment

Score: 7

Explanation: The document is a standard proxy statement, which is generally neutral in tone. The positive sentiment is driven by the company's adherence to corporate governance best practices and the Board's recommendations.

Positives

• The company is providing a virtual meeting to facilitate stockholder attendance and participation.
• The Board recommends voting FOR all proposals.

Negatives

• Current Class III Director, Elisa Steele, will be resigning immediately upon the conclusion of the Annual Meeting, and the size of the Board will be reduced to nine directors effective as of the conclusion of the Annual Meeting.

Risks

• The division of the Board into three classes with staggered three-year terms may delay or prevent a change of management or a change in control of the company.
• Directors may be removed only for cause by the affirmative vote of the holders of at least two-thirds of the voting power.

Future Outlook

The Board will continue to periodically review the leadership structure and may make changes in the future as it deems appropriate.

Management Comments

• Spenser Skates, Chairperson of the Board & Chief Executive Officer, expressed pleasure in inviting stockholders to the 2025 Annual Meeting and urged them to vote.

Industry Context

The document reflects standard corporate governance practices for publicly traded companies, including the holding of annual meetings, election of directors, and ratification of auditors.

Comparison to Industry Standards

• The proxy statement adheres to SEC regulations and Nasdaq rules, which is standard practice for publicly listed companies.
• The director independence criteria align with Nasdaq requirements.
• The compensation committee's engagement of an independent consultant (Compensia) is a common practice to ensure fair executive compensation.
• The company's clawback policy is in line with SEC and Nasdaq rules.

Management Changes

Related Party Transactions

• The company is party to an amended and restated investors rights agreement with certain holders of 5% or more of our capital stock and entities affiliated with certain of our directors, as well as certain of our directors and executive officers.
• The company has entered into indemnification agreements with each of our directors and executive officers.

Stakeholder Impact

• Shareholders are asked to vote on key proposals that will impact the company's governance and leadership.
• The outcome of the votes will influence the composition of the Board and the company's approach to executive compensation.

Next Steps

• Stockholders are encouraged to vote on the proposals outlined in the proxy statement.
• The company will announce preliminary voting results at the Annual Meeting and report the final results in a Current Report on Form 8-K.

Key Dates

Keywords

Annual Meeting, Proxy Statement, Stockholders, Directors, KPMG, Executive Compensation, Corporate Governance, Amplitude