DEF: Gloo Holdings Sets 2026 Annual Meeting Date
Proxy Statement
Gloo Holdings, Inc. has issued a proxy statement detailing the agenda for its 2026 Annual Meeting of Stockholders, scheduled for July 13, 2026, which will be held virtually.
Summary
- Gloo Holdings, Inc. is holding its 2026 Annual Meeting of Stockholders on Monday, July 13, 2026, at 10:00 a.m. Mountain Time.
- The meeting will be conducted virtually via live audio webcast, accessible at www.virtualshareholdermeeting.com/GLOO2026.
- Key agenda items include the election of three Class I directors for a three-year term and the ratification of Crowe LLP as the independent registered public accounting firm for the fiscal year ending January 31, 2027.
- The record date for determining stockholders entitled to vote is Friday, May 15, 2026.
- Stockholders can vote via the internet, telephone, or mail by July 12, 2026, or virtually during the meeting.
- The company is utilizing a Notice of Internet Availability of Proxy Materials to reduce costs and environmental impact.
Sentiment
Score: 5
Explanation: StockSavvy.ai views this as a neutral filing, as it is a routine proxy statement for an annual meeting and does not contain new financial performance data or strategic shifts.
Positives
- The company is holding its annual meeting to ensure shareholder engagement and governance.
- The virtual format allows for broader participation from stockholders regardless of location.
- The company is providing clear instructions and multiple methods for stockholders to vote.
- The board of directors is recommending a vote FOR the election of director nominees and the ratification of the accounting firm, indicating confidence in these matters.
Risks
- The filing mentions a material weakness in internal controls identified by the former auditor, Plante & Moran, PLLC, related to revenue recognition, specifically concerning the evaluation of customer contracts for transaction price and constraint on variable consideration.
- The company previously dismissed Plante & Moran, PLLC as its independent auditors on October 1, 2024, due to this material weakness.
Future Outlook
The filing does not contain specific forward-looking financial guidance. It focuses on the procedural aspects of the upcoming annual meeting, including director elections and auditor ratification.
Management Comments
- On behalf of the directors, management and employees of Gloo, thank you for your continued support of and ownership in our company.
- We are committed to ensuring that stockholders are afforded the same rights and opportunities to participate as they would at an in-person meeting.
Industry Context
StockSavvy.ai notes that the scheduling of an annual meeting and the election of directors are standard corporate governance practices across the technology and software industry. The virtual format reflects a trend accelerated by recent global events, allowing for broader shareholder participation.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Director Election | Election of three Class I directors to hold office until the 2029 annual meeting of stockholders. | July 13, 2026 | Ensures continuity and oversight of the company's strategic direction. |
| Auditor Ratification | Ratification of the appointment of Crowe LLP as the independent registered public accounting firm for the fiscal year ending January 31, 2027. | July 13, 2026 | Maintains auditor independence and provides assurance on financial reporting. |
| Board Composition | The board of directors currently consists of eight directors, five of whom are independent under Nasdaq listing standards. | As of May 15, 2026 | Demonstrates a commitment to independent oversight and adherence to listing requirements. |
| Director Independence | Five of the eight directors are considered independent under Nasdaq listing standards. | As of May 15, 2026 | Reinforces good corporate governance practices and objective decision-making. |
| Board Leadership Structure | The roles of CEO (Scott Beck) and Chairperson (Patrick Gelsinger) are separated. | Current | Aims to balance operational leadership with board oversight. |
| Risk Oversight | The board of directors, with assistance from its committees (Audit, Compensation, Nominating and Corporate Governance), oversees risk management. | Current | Establishes a framework for identifying and managing various company risks. |
| Insider Trading Policy | Policy prohibits employees, officers, and directors from engaging in short sales, trading in derivatives, pledging securities, or holding securities in margin accounts. | Current | Aims to prevent insider trading and align employee interests with long-term company value. |
Related Party Transactions
- The filing details numerous related-party transactions, including secured promissory notes and warrant issuances involving Pearl Street Trust, Mr. Beck, and Mr. Furst.
- There are also transactions related to acquisitions and services agreements involving entities associated with directors and management, such as Christianity Today International (Bishop Alexander, Nona Jones), Life Covenant Church, Inc. (Robert Gruenewald), InspireHub, Inc. (John Furst), and Tango (Mr. Beck).
- Put option agreements and guaranties involving Mr. Beck and Pearl Street Trust are noted in relation to several acquisitions.
- Services agreements with Generous Life, LLC and YouVersion, Inc. involve Mr. Gruenewald and Mr. Gelsinger, respectively.
- Office space leases are with entities controlled by Mr. Beck.
- The company also has vendor services agreements with an entity controlled by the CEO for consulting and engineering staffing.
- A reimbursement arrangement exists with Entertainment Technology Investments, Inc., where Mr. Beck is President.
Stakeholder Impact
- Shareholders: The election of directors and ratification of the auditor are key governance matters directly impacting shareholder rights and oversight.
- Management and Employees: The proxy statement details executive compensation, including salary reductions by Messrs. Beck and Gelsinger, and equity awards, indicating alignment with company performance.
- Auditors: The ratification of Crowe LLP as the independent auditor is a critical step for financial reporting integrity.
Next Steps
- Stockholders are urged to submit their votes by Internet, telephone, or mail by July 12, 2026.
- Stockholders are encouraged to attend the virtual annual meeting on July 13, 2026.
- The company will file a Form 8-K with the SEC to disclose the voting results within four business days after the meeting.
Key Dates
| Date | Description |
|---|---|
| 2026-01-31 | Fiscal year end for which Crowe LLP is being appointed as independent registered public accounting firm. |
| 2026-05-15 | Record date for determining stockholders entitled to vote at the annual meeting. |
| 2026-05-27 | Date of the Notice of Internet Availability of Proxy Materials and the proxy statement. |
| 2026-07-12 | Deadline for submitting votes via Internet, telephone, or mail. |
| 2026-07-13 | Date of the 2026 Annual Meeting of Stockholders. |
| 2027-01-27 | Deadline for stockholders to submit proposals for inclusion in the 2027 annual meeting proxy statement. |
| 2027-04-14 | Deadline for stockholders to submit director nominations or proposals for the 2027 annual meeting under the advance notice procedure. |
Recommendation
holdThis filing is a routine proxy statement for an annual meeting and does not contain new financial performance data, strategic initiatives, or significant business updates that would warrant a buy or sell recommendation. It primarily addresses governance matters and director elections.
Keywords
Gloo Holdings, Proxy Statement, Annual Meeting, DEF 14A, Stockholders, Directors, Accounting Firm, Crowe LLP, Corporate Governance, Virtual Meeting
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