C3.ai Shareholders Approve Directors, Pay, Auditor and Equity Plan at Annual Meeting

C3.ai (NYSE:AI) stockholders approved all four proposals presented at the company’s 2026 annual meeting, including the election of three Class III directors, an advisory vote on executive compensation, the appointment of Deloitte & Touche as auditor, and an amendment and restatement of the company’s equity incentive plan.

The virtual meeting was chaired by Chief Executive Officer and Chairman Thomas M. Siebel. General Counsel Tom MacMitchell said a quorum was present either virtually or by proxy, allowing the company to proceed with its formal business.

Directors Elected Through 2029 Meeting

Stockholders elected John C. Dwyer, Michael G. McCaffery and Stephen M. Ward, Jr. as Class III directors. Each will serve until the company’s 2029 annual meeting of stockholders and until a successor is elected and qualified, unless his service ends earlier through death, resignation or removal.

The board had recommended that stockholders vote in favor of each nominee.

Executive Pay Receives Advisory Approval

Stockholders also approved, on a non-binding advisory basis, the compensation of C3.ai’s named executive officers as described in the company’s proxy statement.

The advisory “say-on-pay” proposal was one of four items considered at the meeting. The company’s board had recommended a vote in favor of executive compensation.

Deloitte Reappointed; Equity Plan Amended

Investors ratified the appointment of Deloitte & Touche as C3.ai’s independent registered public accounting firm for the fiscal year ending April 30, 2027.

In addition, stockholders approved an amendment and restatement of the company’s 2020 Equity Incentive Plan. The board had recommended approval of both measures.

  • Election of John C. Dwyer, Michael G. McCaffery and Stephen M. Ward, Jr. as Class III directors
  • Advisory approval of named executive officer compensation
  • Ratification of Deloitte & Touche as independent auditor for fiscal 2027
  • Approval of the amendment and restatement of the 2020 Equity Incentive Plan

MacMitchell said no questions directly related to the proposals were submitted during the meeting. The company expects to disclose final voting results in a current report on Form 8-K filed with the Securities and Exchange Commission within four business days of the meeting.

About C3.ai (NYSE:AI)

C3.ai, Inc (NYSE:AI) is an enterprise artificial intelligence software company that develops applications and tools designed to help organizations deploy AI at scale. Its products support the development, integration and operation of AI applications using data from multiple business systems and sources.

The company’s offerings include the C3 AI Platform, which provides capabilities for data management, machine learning, application development and model operations, as well as prebuilt applications for areas such as predictive maintenance, fraud detection, supply-chain optimization, customer engagement and energy management.