C3.ai Seeks Shareholder Approval for Amended Equity Incentive Plan at October 26 Annual Meeting
AI sits 34% above its 52-week low of $7.675.
Summary
C3.ai filed definitive additional proxy materials for its October 26, 2026 annual meeting, including a proposal to amend and restate its 2020 Equity Incentive Plan. The filing also covers director elections, say-on-pay, and auditor ratification.
Key Events · Corporate Governance and Compliance · AI
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Equity Incentive Plan Amendment Proposed
Proposal 4 seeks shareholder approval to amend and restate the 2020 Equity Incentive Plan, which would authorize additional shares for equity compensation.
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Annual Meeting Set for October 26
The 2026 annual meeting will be held virtually on October 26, 2026 at 10:00 AM PT, with voting deadline October 25, 2026 at 11:59 PM ET.
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Director Elections and Auditor Ratification
Shareholders will vote on Class III directors John C. Dwyer, Michael G. McCaffery, and Stephen M. Ward, Jr., plus ratification of Deloitte & Touche LLP as auditor for fiscal year ending April 30, 2027.
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Say-on-Pay Vote Included
Advisory vote to approve compensation of named executive officers is on the ballot, with board recommending approval.
Analysis · AI · Technology
C3.ai is asking shareholders to approve an amendment and restatement of its 2020 Equity Incentive Plan at the annual meeting on October 26, 2026. This is a governance red flag because the company is seeking additional share authorization for equity compensation at a time when it is burning cash rapidly and the stock trades near multi-year lows. The proposal comes just months after founder and CEO Thomas Siebel personally infused $69 million into the company and then filed to sell $16.1 million of stock, raising questions about alignment between management compensation and shareholder returns.
How filings like this one have moved
In the 30 days to Sep 14, 2026, 35.8% of the 1051 measured filings Wiseek scored 8 moved their stock by 5% or more by the next session's close. The median move was -0.43%. These are measured outcomes after filings of this importance, not a forecast for this one.
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At the time of this filing, AI was trading at $10.27 on NYSE in the Technology sector, with a market capitalization of approximately $1.6B. The 52-week trading range was $7.68 to $20.22. This filing was assessed with negative market sentiment and an importance score of 8 out of 10.