DEF: Freshworks Sets Date for 2025 Annual Stockholders Meeting

Freshworks Inc. will hold its 2025 Annual Meeting of Stockholders virtually on June 5, 2025, to vote on the election of directors and the ratification of the appointment of Deloitte & Touche LLP as its independent accounting firm.

Summary

• Freshworks Inc. will conduct its 2025 Annual Meeting of Stockholders on June 5, 2025, at 9:00 a.m. Pacific Time, via audio webcast.
• Stockholders of record as of April 9, 2025, are eligible to vote on the election of three Class I directors and the ratification of Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2025.
• The three Class I director nominees are Johanna Flower, Randy Gottfried, and Barry Padgett, each to hold office until the 2028 Annual Meeting.
• The board of directors recommends voting FOR the election of the director nominees and FOR the ratification of the accounting firm appointment.
• The proxy statement and annual report are available at www.proxyvote.com.

Sentiment

Score: 8

Explanation: The document presents a positive outlook with strong financial results and growth metrics, indicating a favorable sentiment.

Positives

• The company achieved revenue growth of 21% in 2024, reaching $720.4 million.
• Non-GAAP operating margin improved to 13.8% in 2024.
• Non-GAAP free cash flow increased to $146.0 million in 2024.
• Over 60% of ARR was from customers with more than 250 employees as of December 31, 2024.
• The number of larger customers contributing more than $50,000 in ARR increased by 22% year-over-year.

Risks

• The division of the board of directors into three classes with staggered three-year terms may delay or prevent a change of management or a change in control of Freshworks.
• Cybersecurity threats are a major risk, and the company is committed to prevention, detection, and mitigation.

Future Outlook

The company believes its 2024 accomplishments will lead to future revenue and profit growth and return stockholder value in the long term.

Industry Context

The document does not explicitly compare Freshworks' performance to specific competitors, but it does mention the use of a peer group for executive compensation benchmarking, suggesting an awareness of industry standards.

Comparison to Industry Standards

• The document mentions using a peer group of companies for executive compensation benchmarking, including companies like Alteryx, Confluent, MongoDB, Dropbox, and Hubspot.
• The compensation committee targets the 75th percentile of the peer group for total target cash compensation (base salary and target performance bonus opportunity).
• The document does not provide specific comparisons of Freshworks' financial performance (e.g., revenue growth, operating margin) to these peer companies.

Management Changes

Corporate Governance

Related Party Transactions

• The company is party to an amended and restated investors rights agreement with certain holders of its capital stock, including entities affiliated with Accel India III (Mauritius) Ltd., entities affiliated with CapitalG LP, and entities affiliated with Sequoia Capital Global Growth Fund III.
• The IRA provides these stockholders with certain registration rights.

Stakeholder Impact

• Shareholders are provided with information to make informed decisions regarding the election of directors and the ratification of the independent accounting firm.
• Employees are impacted by the company's compensation policies and benefit plans.
• The company's performance and governance practices can impact customer and supplier relationships.

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 file final results in a Form 8-K within four business days.

Key Dates

Keywords

Annual Meeting, Proxy Statement, Stockholders, Directors, Deloitte & Touche, Corporate Governance, Executive Compensation, Freshworks