Five9 (FIVN) Proxy filing summary

Executive summary

• The 2026 annual meeting will be held virtually on May 20, 2026, with voting open to shareholders of record as of March 24, 2026.

• Key proposals include declassifying the board, removing supermajority voting, electing directors, a say-on-pay vote, and ratifying the auditor.

• The board recommends voting in favor of all management proposals and nominees.

Voting matters and shareholder proposals

• Proposal 1 seeks to phase out the classified board structure, moving to annual director elections by 2028.

• Proposal 2 aims to eliminate supermajority voting requirements for charter and bylaw amendments after the 2027 meeting.

• Shareholders will elect two directors, vote on executive compensation (advisory), and ratify KPMG LLP as auditor.

• Shareholder proposals for the 2027 meeting must comply with SEC rules and company bylaws, with specific deadlines.

Board of directors and corporate governance

• The board will reduce from ten to eight members, with a mix of experienced executives and independent directors.

• Board leadership will separate the CEO and Chairman roles after the meeting, with Sudhakar Ramakrishna as Chairman.

• Four standing committees: Audit, Compensation, Nominating and Governance, and Technology & AI.

• Board diversity includes 30% women and 50% ethnic minorities as of December 31, 2025.