DEF 14A: Sprinklr Announces 2024 Annual Meeting of Stockholders

Sprinklr's 2024 Annual Meeting of Stockholders will be held virtually on June 13, 2024, to elect directors, approve executive compensation, and ratify the selection of KPMG LLP as the independent auditor.

Summary

• Sprinklr, Inc. will hold its 2024 Annual Meeting of Stockholders virtually on June 13, 2024, at 10:00 a.m. Eastern Daylight Time.
• The record date for determining stockholders eligible to vote at the Annual Meeting is April 16, 2024.
• Stockholders will vote on three proposals: electing three Class III directors (Trac Pham, Eileen Schloss, and Tarim Wasim), approving executive compensation on an advisory basis, and ratifying the selection of KPMG LLP as the independent registered public accounting firm for the fiscal year ending January 31, 2025.
• The board of directors recommends voting 'FOR' all director nominees, the advisory approval of executive compensation, and the ratification of KPMG LLP.
• The proxy materials are available online, and the Notice of Internet Availability of Proxy Materials was mailed to stockholders on or about May 3, 2024.

Sentiment

Score: 6

Explanation: The document is primarily informational, outlining the agenda and procedures for the annual meeting. While there are some positive aspects, such as the board's recommendations, the underachievement of performance goals tempers the overall sentiment.

Positives

• The board recommends voting 'FOR' all proposals, indicating confidence in the company's direction and management.
• The company has adopted an Incentive Compensation Recoupment Policy and Stock Ownership Guidelines to align executive and director interests with those of stockholders.
• The company provides a 401(k) plan and health/welfare plans to its NEOs, generally on the same basis as other employees.

Negatives

• The company achieved only 39% of its corporate performance goals under the Bonus Plan for fiscal year 2024, indicating underperformance against targets.
• The company's top-line growth was limited in the last quarter combined with churn, and the company did not meet its Net New ARR Bookings corporate performance goal.
• The amount of compensation actually paid to our PEO and Non-PEO NEOs is not directly correlated to our company TSR during the identified period.

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 Sprinklr.
• The company acknowledges that any risks arising from its compensation policies and practices for its employees are not reasonably likely to have a material adverse effect on Sprinklr as a whole.
• The company's compensation committee retains the flexibility to modify compensation that was initially intended to be exempt from the deduction limit under Section 162(m) if it determines that such modifications are consistent with Sprinklr's business needs.

Future Outlook

The board of directors knows of no other matters that will be presented for consideration at the Annual Meeting. If any other matters are properly brought before the Annual Meeting, it is the intention of the persons named in the accompanying proxy to vote on such matters in accordance with their best judgment.

Management Comments

• On behalf of our board of directors, I am pleased to invite you to attend the 2024 Annual Meeting of Stockholders.
• Thank you for the continued trust you place in Sprinklr.

Industry Context

This announcement is a standard corporate governance procedure for publicly traded companies, ensuring stockholders have the opportunity to participate in key decisions regarding the company's direction and oversight.

Comparison to Industry Standards

• The peer group used for executive compensation decisions includes companies like Alteryx, AppFolio, BlackLine, Box, Coupa Software, Duck Creek Technologies, Elastic N.V., Five9, LivePerson, Momentive Global, New Relic, Pegasystems, Qualtrics International, Semrush Holdings, Smartsheet, Sprout Social, Workiva, Zendesk, and Zuora.
• The company's executive compensation program is designed to be competitive with these peers, focusing on a mix of base salary, performance-based bonuses, and equity awards.
• The company's corporate governance practices, such as having a lead independent director and various board committees, align with industry standards for publicly traded companies.

Management Changes

Corporate Governance

Related Party Transactions

• The company has engaged Lyearn Inc., a learning management system company wholly owned by Ragy Thomas, for digital training services, paying approximately $0.3 million since February 1, 2023.
• In January 2024, in connection with his appointment as our Interim Chief Operating Officer, we entered into a consulting agreement with Mr. Pham, pursuant to which Mr. Pham was granted an RSU award under our 2021 Plan, valued at $900,000.

Stakeholder Impact

• Stockholders have the opportunity to vote on key decisions, including the election of directors and executive compensation.
• Executive officers are incentivized to achieve corporate performance goals through performance-based bonuses and equity awards.
• Employees are eligible to participate in benefit plans, such as the 401(k) plan and health/welfare plans.

Next Steps

• Stockholders are encouraged to vote their shares by proxy in advance of the Annual Meeting through the Internet, by telephone, or by completing and returning a printed proxy card or vote instruction form.
• The company will file a Form 8-K to publish preliminary and final voting results after the Annual Meeting.

Key Dates

Keywords

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