Samsara (IOT) Proxy filing summary

Executive summary

• Annual meeting scheduled for July 22, 2026, to be held virtually, with voting on key proposals including director elections, auditor ratification, and executive compensation approval.

• Proxy materials are delivered primarily via the Internet to reduce environmental impact and costs.

• Only stockholders of record as of June 1, 2026, are entitled to vote.

Voting matters and shareholder proposals

• Stockholders will vote on electing eight directors, ratifying Deloitte & Touche LLP as auditor for FY 2027, and approving executive compensation on a non-binding advisory basis.

• Board recommends voting FOR all proposals.

• Class A shares have one vote each; Class B shares have ten votes each; both classes vote as a single class.

• Shareholder proposals for the 2028 annual meeting must be received by February 1, 2027, for proxy inclusion.

Board of directors and corporate governance

• Board will reduce from ten to eight directors after the meeting; eight of ten current directors are independent.

• Board committees include audit, compensation, and nominating/governance, each with defined responsibilities and independence.

• Lead Independent Director role established for independent oversight; current Lead Independent Director is Jonathan Chadwick.

• Board and committees held regular meetings in FY 2026, with high attendance.

• Updated director compensation policy in June 2025 to align with market practices.