DEF: Domo, Inc. Announces Details for 2025 Annual Stockholders Meeting

Domo, Inc. will hold its Annual Meeting of Stockholders on June 24, 2025, to elect directors, ratify the appointment of Ernst & Young LLP, and approve executive compensation.

Summary

• Domo, Inc. is holding its Annual Meeting of Stockholders on June 24, 2025, at 9:00 a.m. Mountain Time.
• Stockholders will vote on the election of directors, the ratification of Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending January 31, 2026, and an advisory vote on executive compensation.
• The record date for determining stockholders eligible to vote at the meeting is May 1, 2025.
• The company will begin mailing the Notice of Internet Availability of Proxy Materials on or about May 13, 2025.
• The board of directors recommends voting FOR the director nominees, FOR the ratification of Ernst & Young LLP, and FOR the advisory approval of executive compensation.
• As of the record date, there were 3,263,659 shares of Class A common stock and 36,940,668 shares of Class B common stock outstanding.
• Each share of Class A common stock is entitled to 40 votes, and each share of Class B common stock is entitled to one vote.
• The company's board of directors consists of nine members, with seven being independent under Nasdaq listing standards.
• Joshua G. James, the founder and CEO, controls a majority of the voting power, making Domo a controlled company under Nasdaq rules.
• The company's compensation committee consists of independent directors and engages an independent compensation consultant.
• The company's executive compensation program includes base salary, short-term incentive compensation, and long-term incentive compensation in the form of equity awards.
• For fiscal year 2025, the company's revenue was $317.0 million, subscription revenue was $286.0 million, and total billings were $310.2 million.
• The company's adjusted free cash flow was $(12.9) million, and the non-GAAP operating margin was 0%.

Sentiment

Score: 6

Explanation: The document is neutral in tone, providing factual information about the annual meeting and related matters. The financial results indicate some challenges, but the document focuses on governance and procedural aspects.

Positives

• The board of directors is actively engaged in risk oversight, both as a whole and at the committee level.
• The company has adopted a written code of business conduct and ethics that applies to all directors, officers, and employees.
• The compensation committee consists solely of independent directors and retains an independent compensation advisor.
• The company's executive compensation program is designed to align the interests of executives with those of stockholders.
• The company offers a 401(k) savings plan to eligible U.S. employees with a company match.

Negatives

• The company is a controlled company under Nasdaq rules, which exempts it from certain corporate governance requirements.
• The company's adjusted free cash flow was negative at $(12.9) million for fiscal year 2025.
• The company's revenue decreased by 1% year over year in fiscal year 2025.
• The company's total billings decreased by 3% year over year in fiscal year 2025.
• The company's non-GAAP operating margin decreased by 3 percentage points year over year in fiscal year 2025.

Risks

• As a controlled company, Domo may not have the same level of independent oversight as companies subject to all Nasdaq corporate governance requirements.
• The company's negative adjusted free cash flow indicates potential challenges in generating cash from operations.
• The company's declining revenue and billings may indicate slowing growth or increased competition.
• The company's executive compensation program relies heavily on equity awards, which are subject to market fluctuations.
• The company's success depends on its ability to attract, retain, and motivate key personnel.

Future Outlook

The document does not contain specific forward-looking statements or guidance beyond the details of the upcoming annual meeting.

Industry Context

This announcement is typical for publicly traded companies, providing stockholders with the necessary information to make informed decisions regarding the company's direction and governance.

Comparison to Industry Standards

• The proxy statement's structure and content align with standard practices for publicly traded companies in the US.
• The executive compensation disclosures are consistent with SEC regulations and provide transparency to stockholders.
• The company's corporate governance practices, such as having an independent audit committee and a code of ethics, are common among publicly traded companies.
• The company's reliance on equity awards for executive compensation is a common practice in the technology industry.
• The company's peer group selection process is consistent with industry best practices, focusing on companies with similar revenue, market capitalization, and industry focus.

Management Changes

Related Party Transactions

• Adam James, Mr. James' brother, was employed by us in a non-executive employee position with a base salary of approximately $225,000.
• Bobbi James, Mr. James' sister, was employed by us in a non-executive employee position with a base salary of approximately $75,000 and restricted stock units with a grant date fair value of $4,605.
• We paid to Luis Bardin, Mr. James' father-in-law and his company, LATAM as a Service, approximately $262,809 for sales services.
• We donated approximately $78,625 to Silicon Slopes, a non-profit organization where Mr. James is on the board of directors.
• Denise Daniel, the spouse of Mr. Daniel, a member of our board of directors, was employed by us in a non-executive employee position with a base salary of approximately $120,000.

Stakeholder Impact

• Stockholders are provided with information to make informed voting decisions.
• Employees are affected by the company's compensation and benefit programs.
• The company's financial performance impacts its ability to invest in growth and innovation.
• The company's corporate governance practices affect its reputation and accountability.

Next Steps

• Stockholders are urged to submit their votes via the internet, telephone, or mail.
• The company will announce preliminary voting results at the Annual Meeting.
• The company will disclose voting results on a Current Report on Form 8-K that it will file with the SEC within four business days after the Annual Meeting.

Key Dates

Keywords

proxy statement, annual meeting, stockholders, directors, executive compensation, Ernst & Young, corporate governance, Class A common stock, Class B common stock, Domo