DEF 14A: Procore Technologies Sets Date for 2024 Annual Stockholders Meeting, Outlines Key Proposals

Procore Technologies announces its 2024 annual meeting of stockholders to be held virtually on June 6, 2024, outlining proposals for director elections, auditor ratification, and executive compensation.

Summary

• Procore Technologies, Inc. will hold its 2024 annual meeting of stockholders virtually on June 6, 2024, at 9:00 a.m. Pacific Time.
• Stockholders of record as of April 12, 2024, are entitled to notice of and to vote at the meeting.
• The meeting will address the election of William J.G. Griffith IV, Graham V. Smith, and Elisa A. Steele as Class III directors, each to hold office until the 2027 annual meeting.
• Stockholders will also vote to ratify the appointment of PricewaterhouseCoopers LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2024.
• An advisory vote will be held to approve the compensation of the company's named executive officers.
• The board recommends voting FOR all director nominees, FOR the ratification of PwC, and FOR the advisory vote on executive compensation.
• The notice of internet availability of proxy materials was mailed on or about April 25, 2024.
• The company encourages stockholders to read the 2023 Annual Report on Form 10-K, which includes audited financial statements and important business information.
• Stockholders can vote online, by telephone, or by mail in advance of the meeting.
• The company contacted stockholders representing approximately 49% of its outstanding common stock held by unaffiliated stockholders as of December 31, 2023, and met with stockholders representing approximately 39% of its outstanding common stock held by unaffiliated stockholders as of December 31, 2023.

Sentiment

Score: 8

Explanation: The document conveys a positive outlook, highlighting strong revenue growth and strategic initiatives. The tone is optimistic and forward-looking, reflecting confidence in the company's future performance.

Positives

• The company is actively engaging with stockholders to gather feedback on corporate governance and executive compensation practices.
• Procore is committed to reducing the environmental impact of its annual meeting by holding it virtually.
• The company achieved revenue of $950 million in 2023, representing a 32% year-over-year increase.
• The company generated $92 million in net cash from operating activities in 2023.
• The company generated $47 million in free cash flow in 2023.
• Nearly 97% of votes cast approved the fiscal year 2022 compensation of named executive officers at the 2023 annual meeting.

Negatives

• The company's GAAP operating margin was negative (23)% in 2023, although the non-GAAP operating margin was positive at 2%.

Risks

• Failure to ratify the appointment of PwC as the independent registered public accounting firm could require the Audit Committee to review its future appointment.
• The advisory vote on executive compensation is non-binding, so there is no guarantee that the board will act on the results of the vote.
• If a quorum is not present, the meeting may be adjourned to another date.

Future Outlook

The company expresses optimism about the future and its ability to deliver greater efficiency, predictability, and profitability to customers by applying artificial intelligence to user-generated data.

Management Comments

• Craig Tooey F. Courtemanche, Jr., Founder, President, Chief Executive Officer, and Chair of the Board of Directors, expresses gratitude for stockholder support and optimism about the future.
• Management believes that environmental stewardship, social responsibility, and robust governance are important to the business strategy and long-term value creation.

Industry Context

The document highlights the construction industry's increasing adoption of technology to improve efficiency and productivity, aligning with Procore's mission to connect everyone in construction on a global platform.

Comparison to Industry Standards

• The document does not provide specific comparisons to industry standards or competitors.
• The document does mention that the Compensation Committee uses a peer group of publicly traded cloud-based software and other software companies headquartered in the U.S. to determine executive compensation.

Related Party Transactions

• The company is party to an amended and restated investors rights agreement (the IRA), with certain holders of our capital stock, including entities affiliated with Craig F. Courtemanche, Jr., our President, Chief Executive Officer, and Chair of the Board, Kevin J. OConnor, a director serving on our Board, and entities affiliated with ICONIQ Strategic Partners and Bessemer Venture Partners, each, holders of more than 5% of our common stock and each, funds affiliated with directors serving on our Board, as well as other holders of our common stock.
• On March 4, 2024, in connection with the pledge by Craig F. Courtemanche, Jr., our President, Chief Executive Officer, and Chair of the Board, of 563,350 shares of our common stock pursuant to a loan agreement, a security and pledge agreement, and a collateral account control agreement relating thereto (the 2024 Loan Documents), we entered into an issuer agreement and consent (the 2024 Issuer Agreement), by and among the Company, Citibank, N.A. (Citibank), and each of Mr. Courtemanche, Hillary Courtemanche, and the Craig F. Courtemanche and Hillary Courtemanche Family Trust dated as of November 1, 2012, a California revocable trust (together with Mr. Courtemanche and Mrs. Courtemanche, the CEO Affiliates).

Stakeholder Impact

• Stockholders are provided with information to make informed decisions regarding the election of directors, ratification of the auditor, and executive compensation.
• Employees are impacted by the company's compensation policies and benefit programs.
• Customers benefit from the company's efforts to improve efficiency and productivity in the construction industry.
• The company's ESG initiatives impact the communities it serves and the construction industry as a whole.

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 publish final results in a Current Report on Form 8-K.

Key Dates

Keywords

annual meeting, proxy statement, stockholders, directors, executive compensation, PricewaterhouseCoopers, corporate governance, PwC, Procore