C3.AI INC. 2023-2024 Proxy Voting Records

Description as filed by funds: Election of Class III Directors Nominees: Condoleezza Rice

C3.AI INC.’s own tally for this item (“Elect Director: Condoleezza Rice”): 195,215,337 for, 671,142 withheld, per its Form 8-K filed October 11, 2023 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “The Company's stockholders elected the following Class III director nominees to hold office until the Company's 2026 Annual Meeting of Stockholders, and until his or her successor is duly elected and qualified or until his or her earlier death, resignation, or removal.”
Support: 99.6% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 54 asset managers below reported 2,521,904 for, 3,576 withheld, 12,241 abstained.

Showing the 25 largest of 54 asset managers. See all 54 in the interactive database.

Description as filed by funds: Election of Class III Directors Nominees: Jim H. Snabe

C3.AI INC.’s own tally for this item (“Elect Director: Jim H. Snabe”): 194,520,495 for, 1,365,984 withheld, per its Form 8-K filed October 11, 2023 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “The Company's stockholders elected the following Class III director nominees to hold office until the Company's 2026 Annual Meeting of Stockholders, and until his or her successor is duly elected and qualified or until his or her earlier death, resignation, or removal.”
Support: 99.3% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 54 asset managers below reported 2,438,419 for, 87,061 withheld, 12,241 abstained.

Showing the 25 largest of 54 asset managers. See all 54 in the interactive database.

Description as filed by funds: Election of Class III Directors Nominees: Michael G. McCaffery

C3.AI INC.’s own tally for this item (“Elect Director: Michael G. McCaffery”): 191,539,979 for, 4,346,500 withheld, per its Form 8-K filed October 11, 2023 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “The Company's stockholders elected the following Class III director nominees to hold office until the Company's 2026 Annual Meeting of Stockholders, and until his or her successor is duly elected and qualified or until his or her earlier death, resignation, or removal.”
Support: 98% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 54 asset managers below reported 1,391,171 for, 2,535 against, 1,126,534 withheld, 17,481 abstained.

Showing the 25 largest of 54 asset managers. See all 54 in the interactive database.

Description as filed by funds: Election of Class III Directors Nominees: Stephen M. Ward, Jr.

C3.AI INC.’s own tally for this item (“Elect Director: Stephen M. Ward, Jr.”): 189,156,128 for, 6,730,351 withheld, per its Form 8-K filed October 11, 2023 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “The Company's stockholders elected the following Class III director nominees to hold office until the Company's 2026 Annual Meeting of Stockholders, and until his or her successor is duly elected and qualified or until his or her earlier death, resignation, or removal.”
Support: 97% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 54 asset managers below reported 148,989 for, 2,535 against, 2,354,903 withheld, 31,294 abstained.

Showing the 25 largest of 54 asset managers. See all 54 in the interactive database.

Description as filed by funds: Approval of the Company's 2020 Equity Incentive Plan, as amended, to increase the maximum number of shares that may be automatically added to the share reserve on May 1 of each year from May 1, 2024 through May 1, 2030 from 5.0% to 7.0% of the total number of shares of our capital stock outstanding on April 30 of the immediately preceding fiscal year.

C3.AI INC.’s own tally for this item (“3. Approval of the Company's 2020 Equity Incentive Plan, as Amended”): 187,688,251 for, 8,013,618 against — passed, per its Form 8-K filed October 11, 2023 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “The Company's stockholders approved the Company's 2020 Equity Incentive Plan, as amended, to increase the maximum number of shares that may be automatically added to the share reserve on May 1 of each year from May 1, 2024 through May 1, 2030 from 5.0% to 7.0% of the total number of shares of the C…”
Support: 96% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 61 asset managers below reported 89,791 for, 2,467,999 against, 171 withheld.

Showing the 25 largest of 61 asset managers. See all 61 in the interactive database.

Description as filed by funds: Advisory vote to approve the compensation of our named executive officers.

C3.AI INC.’s own tally for this item (“2. Approval, on a Non-Binding, Advisory Basis, of the Compensation of the Company's Named Executive Officers”): 187,721,734 for, 7,861,616 against, per its Form 8-K filed October 11, 2023 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 96% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports, all 52 managers: 87,834 for, 2,431,718 against, 173 withheld. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports, all 244 managers: 410,522 for, 38,759,087 against, 5 withheld, 200 abstained, 2,349 not voted, 215 1 year. Showing the 25 largest; see all in the interactive database.

Description as filed by funds: Ratification of the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year ending April 30, 2024.

C3.AI INC.’s own tally for this item (“4. Ratification of Independent Registered Public Accounting Firm”): 235,314,461 for, 728,028 against — passed, per its Form 8-K filed October 11, 2023 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “The Company's stockholders ratified the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending April 30, 2024.”
Support: 99.6% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 55 asset managers below reported 2,537,917 for, 2 against, 2 withheld.

Showing the 25 largest of 55 asset managers. See all 55 in the interactive database.