C3.ai, Inc. will put three proposals to shareholders at its October 26, 2026 annual meeting: electing three Class III directors, approving an advisory executive-pay resolution and ratifying Deloitte as auditor. The votes cover board composition, named executive officer compensation and financial-statement oversight, while the compensation result will inform future pay decisions.

Key Highlights

  • Shareholders will vote October 26, 2026, on three proposals: Class III directors, executive compensation, and Deloitte & Touche LLP’s auditor appointment.
  • The executive compensation proposal is advisory and non-binding, with the board recommending a vote FOR.
  • The audit committee may change independent auditors during the fiscal year even if shareholders do not ratify Deloitte’s appointment.

C3.ai, Inc. will ask shareholders to decide three matters at its annual meeting on October 26, 2026. The meeting will take place virtually through a live webcast.

The compensation vote is advisory rather than binding.

Three Matters On The Ballot

The first proposal concerns three Class III board seats, with the nominees identified in the accompanying proxy materials. The second asks shareholders to approve a non-binding resolution covering compensation for named executive officers.

The third proposal seeks Shareholder ratification of Deloitte & Touche LLP as C3.ai’s independent registered public accounting firm.

The audit committee is seeking ratification even though neither the amended and restated bylaws nor applicable law requires shareholder approval of the appointment. Ratification would not prevent the committee from appointing different independent auditors during the fiscal year if it determines that a change would serve the interests of C3.ai and its shareholders.

Executive Pay Figures

His total was $25,516,876 in 2025 and $24,764,958 in 2024. The 2026 amount included $11,500,003 in stock awards, $11,500,001 in option awards and $557,183 in all other compensation.

Hitesh Lath, senior vice president, chief financial officer and chief administrative officer, recorded total compensation of $5,456,389 in 2026. The corresponding totals were $9,999,906 in 2025 and $5,360,879 in 2024. His 2026 compensation included $3,955,200 in stock awards, $568,810 in option awards and $431,251 in non-equity incentive plan compensation.

Stephen Ehikian, president and former chief executive officer, had total compensation of $36,167,342 in 2026. That total included $20,000,012 in stock awards, $15,000,001 in option awards and $500,000 in Bonus compensation.

The board and compensation committee will consider the advisory vote when making future executive compensation decisions.

Deloitte Fee Review

The 2026 and 2025 fee tables each show $3,790 in all other fees. Audit-related fees and tax fees were each shown as zero for both periods, while total fees were $2,538,790 in 2026 and $2,479,433 in 2025.

Representatives of Deloitte are expected to attend the virtual annual meeting, where they may make a statement and respond to appropriate questions. The audit committee retains discretion over the appointment during the fiscal year.

Source(s)

  • https://www.sec.gov/Archives/edgar/data/1577526/000157752626000110/ai-20260827.htm