8-K: Sprinklr Stockholders Affirm Board, Executive Pay, and Auditor at Annual Meeting

Sprinklr, Inc. announced the results of its annual meeting of stockholders held on June 12, 2025, where all three proposals, including the election of Class I directors, advisory approval of executive compensation, and ratification of KPMG LLP as auditor, were approved.

Summary

• Sprinklr, Inc. held its annual meeting of stockholders virtually on June 12, 2025.
• Stockholders elected Jan R. Hauser, Kevin Haverty, and Ragy Thomas as Class I directors to serve until the 2028 annual meeting.
• The election results for Jan R. Hauser were 1,217,805,899 votes For, 1,797,266 votes Withheld, and 16,179,175 Broker Non-Votes.
• The election results for Kevin Haverty were 1,188,235,957 votes For, 31,367,208 votes Withheld, and 16,179,175 Broker Non-Votes.
• The election results for Ragy Thomas were 1,196,702,664 votes For, 22,900,501 votes Withheld, and 16,179,175 Broker Non-Votes.
• Stockholders approved, on a non-binding advisory basis, the compensation of the company's named executive officers with 1,166,131,823 votes For, 53,378,855 votes Against, 92,487 Abstentions, and 16,179,175 Broker Non-Votes.
• Stockholders ratified the selection of KPMG LLP as the company's independent registered public accounting firm for the fiscal year ending January 31, 2026, with 1,235,269,571 votes For, 462,354 votes Against, and 50,415 Abstentions.

Sentiment

Score: 7

Explanation: The sentiment is positive as all proposals passed, indicating stability and shareholder alignment with current governance and management. The presence of some 'against' or 'withheld' votes for certain proposals is normal and does not significantly detract from the overall positive outcome of the meeting.

Positives

• All three proposals presented at the annual meeting were approved by stockholders, indicating strong support for the company's governance and management.
• The re-election of all nominated Class I directors demonstrates confidence in the current Board of Directors.
• The advisory approval of executive compensation suggests stockholder alignment with the company's compensation practices.
• The ratification of KPMG LLP as the independent auditor provides continuity and stability in financial oversight.

Negatives

• While approved, there were a notable number of votes withheld for Kevin Haverty (31,367,208) and Ragy Thomas (22,900,501) in their director elections, and 53,378,855 votes against the executive compensation proposal, indicating some level of dissent among stockholders.

Future Outlook

The document does not contain specific forward-looking statements or guidance regarding future financial performance or strategic initiatives, focusing solely on the results of the annual stockholder meeting.

Industry Context

This filing is a routine disclosure of annual meeting results, common across publicly traded companies. The approval of directors, executive compensation, and auditors aligns with standard corporate governance practices in the software and customer experience management industry, indicating business as usual for Sprinklr.

Comparison to Industry Standards

• The approval rates for director elections, executive compensation, and auditor ratification are generally in line with typical outcomes for well-established public companies, where such proposals usually pass with significant majority support.
• While specific comparable companies are not mentioned, the voting patterns reflect a standard level of shareholder engagement and approval seen in the broader technology sector for routine governance matters.

Corporate Governance

Stakeholder Impact

• Shareholders: The approval of all proposals indicates stability in corporate governance and management, which can be viewed positively. The advisory vote on executive compensation provides shareholders a voice on pay practices.
• Employees: The re-election of directors and approval of executive compensation indirectly supports the current leadership and strategic direction, which can provide stability for employees.
• Customers/Suppliers: No direct impact mentioned, as the filing focuses on internal governance matters.

Next Steps

• The elected Class I directors (Jan R. Hauser, Kevin Haverty, and Ragy Thomas) will serve until the company's annual meeting of stockholders to be held in 2028.
• KPMG LLP will continue to serve as the independent registered public accounting firm for the fiscal year ending January 31, 2026.

Key Dates

Recommendation

Keywords

Sprinklr, CXM, Annual Meeting, Stockholder Vote, Director Election, Executive Compensation, Auditor Ratification, Corporate Governance, SEC Filing, 8-K