| • | Annual Grant. On the date of each annual meeting of our stockholders, each non-employee director who continues to serve as a non-employee director following such stockholder meeting (excluding any director who is first appointed or elected to our board of directors at such meeting) will automatically be granted an annual RSU award (the “annual grant”) with a grant-date value of $200,000. Each annual grant of RSUs with a grant-date value of $235,000, which, subject to continuous service through the vesting date, will vest in full on the earlier of the first anniversary of the grant date or the day prior to the date of our next annual stockholder meeting (provided that with respect to a non-employee director who was first elected or appointed to our board of directors on a date other than the date of our annual stockholder meeting, upon the first annual stockholder meeting following such non-employee director’s first joining the board of directors, such non-employee director’s first such annual grant will be prorated to reflect the time between such election or appointment date and the date of such first annual stockholder meeting). Leadership Grants: On the date of each annual stockholder meeting, each non-employee director who serves in the leadership position(s) below following such meeting will be granted RSUs with the grant-date value indicated below, which will vest in full on the earlier of the first anniversary of the grant date or the day prior to the date of our next annual stockholder meeting.
Lead independent director
| | | $100,000
| Chair of the audit committee
| | | $20,000
| Chairfirst anniversary of the compensation committeegrant date or the day prior to the date of our next annual stockholder meeting, subject to the director’s continued service through such vesting date (provided that with respect to a non-employee director who was first elected or appointed to our board of directors on a date other than the date of our annual stockholder meeting, upon the first annual stockholder meeting following such non-employee director’s first joining the board of directors, such non-employee director’s first such annual grant will be prorated to reflect the time between such election or appointment date and the date of such first annual stockholder meeting).
|
| • | $14,000
| ChairAdditional Annual Grant to LID. On the date of each annual meeting of our stockholders, the lead independent director (excluding any lead independent director who was first appointed or elected to such role at such annual meeting) who continues to serve as lead independent director following such annual meeting will automatically be granted an additional RSU award with a grant-date value of $100,000 (the “LID annual grant”). The LID annual grant will vest in full on the earlier of the nominating and corporate governance committeefirst anniversary of the grant date or the day prior to the date of our next annual stockholder meeting, subject to the director’s continued service through such vesting date.
|
| • | $8,000Retainer Grant. Each non-employee director may elect to convert his or her cash compensation under the policy into an RSU award (the “retainer grant”). If a non-employee director timely makes this election in accordance with the requirements of the non-employee director compensation policy, each such retainer grant will be automatically granted on the same date as the annual grant. Each retainer grant will cover a number of shares of our Class A common stock equal to (a) the aggregate amount of annual cash compensation otherwise payable to such director divided by (b) the closing sales price per share of our Class A common stock on such date, rounded down to the nearest whole share. Pursuant to the most recent amendment of our non-employee director compensation policy, each retainer grant will vest in in four substantially equal quarterly installments following the date of such annual meeting on each date that the corresponding annual cash compensation would have been paid, in each case, subject to the director’s continued service through each such vesting date. Prior to its most recent amendment, our non-employee director compensation policy provided that such retainer grant would vest in full on the earlier of the first anniversary of the grant date or the day prior to the date of our next annual stockholder meeting, subject to the director’s continued service through such vesting date.
|
Each of the grants described above will be granted under our 2021 Plan. Each such RSU award will vest in full if we undergo a change in control prior to the termination of such non-employee director’s continuous service. Notwithstanding the foregoing, any member of our board of directors that is entitled to the above compensation may elect to forego all or a portion of such compensation from time to time by giving notice to our General Counsel. TABLE OF CONTENTS Non-Employee Director Compensation Table The following table sets forth information regarding compensation awarded to, earned by or paid to oureach person who served as a non-employee directorsdirector for some portion or all of the fiscal year ended January 31, 2022.2024. Note that, because the table is based on our fiscal year, and annual service for purposes of non-employee director compensation is measured between the dates of our annual meetings of stockholders, usually held in June each year, the amounts in the table do not necessarily align with the description of non-employee director compensation above. Ragy Thomas, our Founder and Chief Executive Officer, and Carlos Dominguez, our Chief Evangelist,is also are membersa member of our board of directors, but dodoes not receive any additional compensation for theirhis service as directors.director. See the section titled “Executive Compensation” for more information regarding the compensation earned by Mr. Thomas. Neeraj Agrawal | | | 262,686 | | | 262,686 | John Chambers | | | 362,141 | | | 362,141 | Edwin Gillis | | | 275,647 | | | 275,647 | Matthew Jacobson(3) | | | — | | | — | Yvette Kanouff | | | 254,039 | | | 254,039 | Eileen Schloss(4) | | | 234,996 | | | 234,996 | Tarim Wasim(5) | | | — | | | — |
| Name | | | Fees Earned or
Paid in Cash
($) | | | Stock Awards
($)(2)(3) | | | Total
($) | | Neeraj Agrawal | | | 53,029 | | | 199,986 | | | 253,015 | | Edwin Gillis | | | 60,000(1) | | | 199,986 | | | 259,986 | | Kevin Haverty | | | 70,885(1) | | | 106,848 | | | 177,733 | | Yvette Kanouff | | | 22,500 | | | 199,986 | | | 222,486 | | Eileen Schloss | | | 55,250 | | | 353,871 | | | 409,121 | Tarim Wasim(4) | | | — | | | — | | | — | John Chambers(5) | | | — | | | — | | | — | Trac Pham(6) | | | 50,000(1) | | | 199,986 | | | 249,986 |
(1)
| Messrs. Gillis and Pham elected to receive equity in lieu of all of their cash fees, which resulted in each director receiving an RSU award of 4,013 shares and 3,344 shares of Class A common stock, respectively, and Mr. Haverty elected to receive equity in lieu of $48,000 of his cash fees, which resulted in his receipt of an RSU award of 3,210 shares of Class A common stock. |
(2)
| Amounts reported represent the aggregate grant date fair value of RSU awards granted to our directors during the fiscal 2022year ended January 31, 2024 under our 2021 Plan, computed in accordance with ASC Topic 718. Amounts exclude the aggregate grant date fair value of the RSU awards granted in lieu of cash fees, as the fees have been separately reported as “Fees Earned or Paid in Cash.” The assumptions used in calculating the grant date fair value of the RSUs reported in this column are set forth in the notes to our audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended January 31, 2022.2024. This amount does not reflect the actual economic value that may be realized by the non-employee director. |
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(2)
(3)
| As of January 31, 2022, theThe aggregate number of shares underlying outstanding RSUunder all stock awards and stock options held by each of our non-employee directors was as follows: |
Neeraj Agrawal | | | 12,789 | | | — | John Chambers | | | 17,631 | | | 1,425,000 | Edwin Gillis | | | 13,420 | | | 250,000 | Matthew Jacobson | | | — | | | — | Yvette Kanouff | | | 12,368 | | | 300,000 | Eileen Schloss(4) | | | 17,128 | | | 45,000 | Tarim Wasim | | | — | | | — |
(3)
| Mr. Jacobson elected to waive all rights to any compensation payable to him for his services as a member of our board of directors. |
(4)
| Ms. Schloss joined our board of directors in January 2022. From 2017 to 2019, Ms. Schloss served as a consultant to Sprinklr, pursuant to which she received as compensation options to purchase our common stock. The outstanding options held by Ms. Schloss31, 2024 are set forth above in footnote 2.the table below: |
| Name | | | Number of Shares
Underlying RSUs | | | Number of Shares
Underlying Options | | Neeraj Agrawal | | | 13,377 | | | — | | Edwin Gillis | | | 15,383 | | | 250,000 | | Kevin Haverty | | | 8,752 | | | — | | Yvette Kanouff | | | 13,377 | | | 300,000 | | Eileen Schloss | | | 23,639 | | | 45,000 | Tarim Wasim(3) | | | — | | | — | John Chambers(4) | | | — | | | 1,425,000 | Trac Pham(5) | | | 15,049 | | | — |
(5)
(4)
| Mr. Wasim elected to waive all rights to any compensation payable to him for his services as a member of our board of directors. |
(5)
| Mr. Chambers resigned as a member of our board of directors effective June 14, 2023. |
(6)
| Mr. Pham joined our board of directors in June 2023. Mr. Pham was appointed as our Interim Chief Operating Officer on January 4, 2024. As of such date, Mr. Pham ceased being eligible to receive additional compensation for his service as a member of our board of directors pursuant to our non-employee compensation policy. In connection with his appointment as Interim Chief Operating Officer, Mr. Pham was granted an RSU award representing a right to acquire 67,822 shares of our Class A common stock, which is not reflected in the tables above. |
TABLE OF CONTENTS EQUITY COMPENSATION PLAN INFORMATION The following table summarizes our equity compensation plan information as of January 31, 2022.2024. Information is included for equity compensation plans approved by our stockholders. We do not have any equity compensation plans not approved by our stockholders: Equity plans approved by stockholders:
| | | | | | | | | | 2011 Equity Incentive Plan(1) | | | 50,387,047 | | | $5.77 | | | — | 2021 Equity Incentive Plan | | | 1,374,470 | | | — | | | 26,043,9794) | 2021 Employee Stock Purchase Plan | | | — | | | — | | | 7,109,340(5) | Equity plans not approved by stockholders | | | — | | | — | | | — | Total | | | 51,761,517 | | | | | | 33,153,319 |
| Plan Category | | | (a) Number of
Securities to be
Issued Upon
Exercise of
Outstanding
Options,
Warrants and
Rights | | | (b) Weighted
Average Exercise
Price of
Outstanding
Options,
Warrants and
Rights(3) | | | (c) Number of
Securities
Remaining
Available for
Future Issuance
Under Equity
Compensation
Plans (Excluding
Securities
Reflected in
Column (a)) | Equity plans approved by stockholders:
| | | | | | | | | | | 2011 Equity Incentive Plan | | | 22,567,076(1) | | | $6.23 | | | — | | 2021 Equity Incentive Plan | | | 10,739,162(2) | | | $12.85 | | | 48,622,946(4) | | 2021 Employee Stock Purchase Plan | | | —(5) | | | — | | | 7,503,033(6) | | Equity plans not approved by stockholders | | | — | | | — | | | — | | Total | | | 33,306,238 | | | | | | 56,125,979 |
(1)
| Following the adoption of the 2021 Plan, no additional equity awards have been or will be granted under the 2011 Plan. |
(2)
| Does not include future rights to purchase Includes 812,000 shares of Class A common stock under our 2021 Employee Stock Purchase Plan (“ESPP”), which depend on a numberunderlying RSU awards and PSU awards (assuming maximum performance).
|
(2)
| Includes 9,226,789 shares of factors described in our ESPP and will not be determined until the end of the applicable purchase period.Class A common stock underlying RSU awards. |
(3)
| The weighted-average exercise price excludes any outstanding restricted stock unitRSU or PSU awards, which have no exercise price. |
(4)
| Stock options or other stock awards granted under the 2011 Plan that are forfeited, terminated, expired or repurchased become available for issuance under the 2021 Plan. The 2021 Plan provides that the total number of shares of our Class A common stock reserved for issuance thereunder will automatically increase on January 1st1st of each year for a period of ten years commencing on January 1, 2022 and ending on (and including) January 1, 2031, in an amount equal to 5.0% of the total number of shares of capital stock outstanding on December 31st31st of the preceding year; or such lesser number of shares of Class A common stock as determined by our board of directors prior to January 1st1st of a given year. Accordingly, onPrior to January 1, 2022,2024, our board of directors resolved to forego the January 1, 2024 increase in the number of shares of Class A common stock available for issuance under the 2021 Plan increased by 12,813,464 shares pursuant to this provision.provision of the 2021 Plan. Accordingly, there was no increase in the number of shares of Class A common stock available for issuance under the 2021 Plan on January 1, 2024. |
(5)
| Does not include future rights to purchase Class A common stock under our 2021 Employee Stock Purchase Plan (“ESPP”), which depend on a number of factors described in our ESPP and will not be determined until the end of the applicable purchase period. |
(6)
| The ESPP provides that the total number of shares of our Class A common stock reserved for issuance thereunder will automatically increase on January 1st1st of each year for a period of up to ten years commencing on January 1, 2022 and ending on (and including) January 1, 2031, in an amount equal to the lesser of (i) 1.0% of the total number of shares of capital stock outstanding on December 31st31st of the preceding year, and (ii) 15,300,000 shares of Class A common stock; or such lesser number of shares of Class A common stock as determined by our board of directors prior to January 1st1st of a given year. Accordingly, onPrior to January 1, 2022,2024, our board of directors resolved to forego the January 1, 2024 increase in the number of shares of Class A common stock available for issuance under the ESPP increased by 2,562,692 shares pursuant to this provision.provision of the ESPP. Accordingly, there was no increase in the number of shares of Class A common stock available for issuance under the ESPP on January 1, 2024. |
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TO RATIFY THE SELECTION OF KPMG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The audit committee of our board of directors has selected KPMG LLP as our independent registered public accounting firm for the fiscal year ending January 31, 2025 and has further directed that management submit the selection of its independent registered public accounting firm for ratification by the stockholders at the Annual Meeting. KPMG LLP has audited our financial statements since 2015. Representatives of KPMG LLP are expected to be present at the Annual Meeting. They will have an opportunity to make a statement if they so desire and will be available to respond to appropriate questions. Neither our Bylaws nor other governing documents or law require stockholders’ ratification of the selection of KPMG LLP as our independent registered public accounting firm. However, the audit committee is submitting the selection of KPMG LLP to the stockholders for ratification as a matter of good corporate practice. If the stockholders fail to ratify the selection, the audit committee will reconsider whether or not to retain that firm. Even if the selection is ratified, the audit committee in its discretion may direct the appointment of different independent auditors at any time during the year if they determine that such a change would be in the best interests of Sprinklr and our stockholders. Principal Accountant Fees and Services The following table represents aggregate fees billed to us by KPMG LLP for the periods set forth below: | | | | Fiscal Year Ended January 31, | | | | | 2024 | | | 2023 | | | | | (in thousands) | Audit Fees(1) | | | $3,283 | | | $2,894 | | Audit-related Fees | | | — | | | — | Tax Fees(2) | | | 127 | | | 128 | | All Other Fees | | | — | | | — | | Total Fees | | | $3,410 | | | $3,022 |
(1)
| Audit fees consist of fees for audit services primarily related to the integrated audit of our annual consolidated financial statements, the review of our quarterly consolidated financial statements, consents and assistance with and review of documents filed with the SEC. |
(2)
| Tax fees consist of fees for domestic (federal, state and local) and international tax return preparation services, international withholding tax advice and tax consulting services. |
All fees described above were pre-approved by the audit committee. Pre-Approval Policies and Procedures The audit committee has adopted a policy and procedures for the pre-approval of audit and non-audit services rendered by our independent registered public accounting firm, KPMG LLP. The policy generally permits pre-approval of specified services in the defined categories of audit services, audit-related services, tax services and permitted non-audit services. Pre-approval also may be given as part of the audit committee’s approval of the scope of the engagement of the independent registered public accounting firm or on an individual, explicit, case-by-case basis before the independent registered public accounting firm is engaged to provide each service. The pre-approval of services may be delegated to one or more of the audit committee’s members, but any pre-approval decision made pursuant to such delegation must be reported to the full audit committee at its next scheduled meeting. TABLE OF CONTENTS Vote Required The affirmative vote of the holders of shares representing a majority of the voting power of the outstanding shares of common stock present by virtual attendance or represented by proxy and voting affirmatively or negatively (excluding abstentions and broker non-votes) at the Annual Meeting will be required to ratify the selection of KPMG LLP. Our Recommendation Our board of directors recommends voting “FOR” the ratification of KPMG LLP as our independent registered public accounting firm for the fiscal year ending January 31, 2025. TABLE OF CONTENTS SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth certain information regarding the ownership of our common stock as of April 19, 202216, 2024 by: each of our named executive officers; each of our directors; all of our executive officers and directors as a group; and each person or entity known by us to be beneficial owners of more than five percent of our Class A common stock or Class B common stock. We have determined beneficial ownership in accordance with the rules and regulations of the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose. Except as indicated by the footnotes below, we believe, based on information furnished to us, that the persons and entities named in the table below have sole voting and sole investment power with respect to all shares that they beneficially own, subject to applicable community property laws. Applicable percentage ownership is based on 109,596,044153,606,768 shares of Class A common stock and 148,215,330116,682,806 shares of Class B common stock outstanding as of April 19, 2022.16, 2024. In computing the number of shares beneficially owned by a person and the percentage ownership of such person, we deemed to be outstanding all shares subject to options or RSUs held by the person that are currently exercisable, or exercisable or would vest based on service-based vesting conditions, as applicable, within 60 days of April 19, 2022.16, 2024. Except as described above, we did not deem such shares outstanding for the purpose of computing the percentage ownership of any other person. Unless otherwise indicated, the address for each beneficial owner listed in the table below is c/o Sprinklr, Inc., 29 West 35th Street, 7th Floor, New York, New York 10001. 5% Stockholders:
| | | | | | | | | | | | | | | | Entities associated with Hellman & Friedman LLC(1) | | | 10,861,506 | | | 9.9 | | | 58,089,960 | | | 38.5 | | | 36.6 | Ragy Thomas(2) | | | 38,661 | | | * | | | 59,346,892 | | | 38.1 | | | 35.6 | Entities associated with Battery Ventures(3) | | | 23,137,036 | | | 21.1 | | | 22,063,304 | | | 14.9 | | | 15.3 | Entities associated with Sixth Street Partners(4) | | | — | | | — | | | 9,694,004 | | | 6.5 | | | 6.1 | Entities associated with ICONIQ Strategic Partners(5) | | | 16,808,825 | | | 15.3 | | | — | | | — | | | 1.1 | Entities associated with 12 West Capital(6) | | | 5,820,639 | | | 5.3 | | | — | | | — | | | * | Directors and Named Executive Officers:
| | | | | | | | | | | | | | | | Ragy Thomas(2) | | | 38,661 | | | * | | | 59,346,892 | | | 38.1 | | | 35.6 | Luca Lazzaron(7) | | | 278,148 | | | * | | | 811,595 | | | * | | | * | Pavitar Singh(8) | | | 40,329 | | | * | | | 1,396,941 | | | * | | | * | Neeraj Agrawal(3) | | | 23,149,825 | | | 21.1 | | | 22,063,304 | | | 14.9 | | | 15.3 | John Chambers(9) | | | 17,631 | | | * | | | 1,754,499 | | | 1.2 | | | 1.1 | Carlos Dominguez(10) | | | — | | | — | | | 2,353,789 | | | 1.6 | | | 1.5 | Edwin Gillis(11) | | | 13,420 | | | * | | | 181,250 | | | * | | | * | Matthew Jacobson | | | — | | | — | | | — | | | — | | | — | Yvette Kanouff(12) | | | 12,368 | | | * | | | 287,500 | | | * | | | * | Eileen Schloss(13) | | | 16,700 | | | * | | | 45,000 | | | — | | | — | Tarim Wasim | | | — | | | — | | | — | | | — | | | — | All executive officers and directors as a group
(14 persons)(14) | | | 23,597,396 | | | 21.5 | | | 89,204,559 | | | 55.8 | | | 53.6 |
| | | | Beneficial Ownership | | | | | Class A
Common Stock | | | Class B
Common Stock | | | % of
Total
Voting
Power† | | Beneficial Owner | | | Number of
Shares | | | % | | | Number of
Shares | | | % | | 5% Stockholders:
| | | | | | | | | | | | | | | | Entities associated with Hellman & Friedman LLC(1) | | | 10,861,506 | | | 7.1 | | | 58,089,960 | | | 48.7 | | | 44.0 | Ragy Thomas(2) | | | 688,881 | | | * | | | 59,953,366 | | | 48.1 | | | 42.9 | Entities associated with Battery Ventures(3) | | | 11,722,353 | | | 7.6 | | | 6,710,304 | | | 5.8 | | | 6.0 | Blackrock, Inc.(4) | | | 16,244,039 | | | 10.6 | | | — | | | — | | | 1.2 | The Vanguard Group(5) | | | 15,248,951 | | | 9.9 | | | — | | | — | | | 1.2 | Entities associated with Cadian Capital Management, LP(6) | | | 14,560,167 | | | 9.5 | | | — | | | — | | | 1.1 | Directors and Named Executive Officers:
| | | | | | | | | | | | | | | | Ragy Thomas(2) | | | 688,881 | | | * | | | 59,953,366 | | | 48.1 | | | 42.9 | Manish Sarin(7) | | | 60,836 | | | * | | | — | | | — | | | * | Diane Adams(8) | | | 75,258 | | | * | | | 202,245 | | | * | | | * | | Scott Harvey | | | — | | | — | | | — | | | — | | | — | Neeraj Agrawal(3) | | | 12,695,695 | | | 8.3 | | | 6,710,304 | | | 5.8 | | | 6.0 | Edwin Gillis(9) | | | 56,724 | | | * | | | 250,000 | | | * | | | * | Kevin Haverty(10) | | | 33,667 | | | * | | | — | | | — | | | * | Yvette Kanouff(11) | | | 50,135 | | | * | | | 300,000 | | | * | | | * | Trac Pham(12) | | | 73,239 | | | * | | | — | | | — | | | * | Eileen Schloss(13) | | | 66,042 | | | * | | | 45,000 | | | * | | | * | | Tarim Wasim | | | — | | | — | | | — | | | — | | | — | Paul Ohls(14) | | | 25,670 | | | * | | | 129,166 | | | * | | | * | Pavitar Singh(15) | | | — | | | — | | | — | | | — | | | — | All executive officers and directors as a group (14 persons)(16) | | | 13,899,573 | | | 9.0 | | | 67,524,041 | | | 53.8 | | | 48.9 |
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†
| Percentage of total voting power represents voting power with respect to all shares of our Class A and Class B common stock, as a single class. The holders of our Class B common stock are entitled to ten votes per share, and holders of our Class A common stock are entitled to one vote per share. |
TABLE OF CONTENTS (1)
| Based on information provided by entities affiliated with Hellman & Friedman LLC in a Schedule 13D filed with the SEC on April 21, 2022. Consists of (a) 10,861,506 shares of Class A common stock, (b) 55,589,960 shares of Class B common stock and (c) 2,500,000 shares of Class B common stock issuable upon the exercise of a warrant, in each case, held by H&F Splash Holdings IX, L.P. (“H&F Splash Holdings IX”). H&F Splash Holdings IX GP, LLC (“GPLLC”) is the general partner of H&F Splash Holdings IX. Hellman & Friedman Capital Partners IX, L.P. (“HFCP IX”) is the controlling member of GPLLC. Hellman & Friedman Investors IX, L.P. (“H&F Investors IX”) is the general partner of HFCP IX. H&F Corporate Investors IX, Ltd. (“H&F IX”) is the general partner of H&F Investors IX. Voting and investment determinations with respect to the shares held by H&F Splash Holdings IX are made by the three memberthree-member board of directors of H&F IX, which consists of Philip U. Hammarskjold, David R. Tunnell and Allen R. Thorpe, and each of the members of the board of directors of H&F IX disclaims beneficial ownership of such shares. The address of each entity named in this footnote is c/o Hellman & Friedman LLC, 415 Mission Street, Suite 5700, San Francisco, California 94105. |
(2)
| Consists of (a)(i) 38,661185,014 shares of Class A common stock, (ii) 27,376,938472,617 shares of Class A common stock issuable upon the exercise of options that are currently exercisable or exercisable within 60 days of April 16, 2024, (iii) 31,250 shares of Class A common stock issuable upon the settlement of RSUs that will vest within 60 days of April 16, 2024, (iv) 28,675,962 shares of Class B common stock, (iii) 7,439,333(v) 7,930,896 shares of Class B common stock issuable upon the exercise of options that are currently exercisable or exercisable within 60 days of April 19, 2022,16, 2024, and (iv)(vi) 3,000 shares of Class B common stock issuable upon the settlement of RSUs that will vest within 60 days of April 19, 2022,16, 2024, in each case, held by Mr. Thomas,Thomas; (b) 8,129,863 shares of Class B common stock held by the Thomas 2014 Family Trust, of which Mr. Thomas is a trusteetrustee; (c) 13,106,677 shares of Class B common stock held by the Thomas Family 2017 Irrevocable Trust, of which Mr. Thomas is a trustee,trustee; (d) 2,791,0811,996,523 shares of Class B common stock held by The Family Trust Under the RT GRAT Dtd. 11/11/19 2019, Grantor Retained Annuity Trust, of which Mr. Thomas is a trustee,trustee; and (e) 500,000110,445 shares of Class B common stock held by Neelu Paul, Trustee of the RT 2021 Grantor Retained Annuity Trust, dated June 8, 2021, of which Mr. Thomas is a trustee.Thomas’s spouse. |
(3)
| Based on information provided by entities affiliated with Battery Ventures in a Schedule 13G/A filed with the SEC on February 14, 2024, as supplemented by Forms 4 filed with the SEC on January 11, 2024 and April 5, 2024. Consists (a)(i) 205,33589,652 shares of Class A common stock and (ii) 205,33553,335 shares of Class B common stock held by Battery Investment Partners IX, LLC (“BIP IX”), (b)(i) 2,180,664215,670 shares of Class A common stock and (ii) 1,203,568119,034 shares of Class B common stock held by Battery Investment Partners Select Fund I, L.P. (“BIP Select I”), (c)(i) 20,535,3679,236,367 shares of Class A common stock and (ii) 20,535,3675,334,367 shares of Class B common stock held by Battery Ventures IX, L.P. (“BV IX”), (d)(i) 215,6702,180,664 shares of Class A common stock and (ii) 119,0341,203,568 shares of Class B common stock held by Battery Ventures Select Fund I, L.P. (“BV Select I”) and (e) with respect to Neeraj Agrawal only, 12,789(i) 958,460 shares of Class A common stock, (ii) 13,377 shares of Class A common stock issuable upon the settlement of RSUs held by Mr. Agrawal that will vest within 60 days of April 19, 2022.16, 2024 and (iii) 1,505 shares of Class A common stock held by the Neeraj Agrawal Revocable Trust of 2012, of which Mr. Agrawal is a trustee. The sole managing member of BIP IX is Battery Partners IX, LLC (“BP IX”). The sole general partner of BV IX is BP IX. The sole general partner of BIP Select I is Battery Partners Select Fund I GP, LLC (“BP Select I GP”). The sole general partner of BV Select I is Battery Partners Select Fund I, L.P., whose sole general partner is BP Select I GP. BPIX’s and BP Select I GP’s investment adviser is Battery Management Corp. (together with BP IX and BP Select I GP, the “Battery Companies”). The managing members and officers of the Battery Companies who share voting and dispositive power with respect to such shares are Neeraj Agrawal, Michael Brown, Morad Elhafed, Jesse Feldman, Russell Fleischer, Roger Lee, Itzik Parnafes, Chelsea Stoner, Dharmesh Thakker, R. David Tabors, Dharmesh Thakker and Scott Tobin. Each of the foregoing persons disclaims beneficial ownership of these shares except to the extent of his or her pecuniary interest therein. The address of each of these entities named in this footnote is One Marina Park Drive, Suite 1100, Boston, Massachusetts 02210. |
(4)
| Consists of (a) 9,209,304Based on information provided by Blackrock, Inc. (“Blackrock”) in a Schedule 13G/A filed with the SEC on April 5, 2024. Blackrock has sole voting power over 16,002,283 Class A shares of Class B common stock held Palette Investments, LLC and (b) 484,700 shares of Class B common stock held by Sixth Street Specialty Lending, Inc. I (“SLX”). Sixth Street Partners Management Company, L.P. (“Sixth Street Management Company”) ultimately indirectly controls (1) Sixth Street Opportunities GenPar IV, L.P., which is the manager of Palette IV Holdings, LLC; and (2) Sixth Street Capital Solutions GenPar, L.P., which is the manager of TCS Finance (A), LLC, and TCS Finance 1, LLC, a Delaware limited liability company. Each of (i) Palette IV Holdings, LLC, (ii) TCS Finance (A), LLC, and (iii) TCS Finance 1, LLC own Palette Investments, LLC. Alan Waxman is the CEO and Managing Partner of TSSP Holdco Management, LLC (“TSSP Holdco Management”). TSSP Holdco Management is managed by a board of directors, which is currently comprised of Mr. Waxman. TSSP Holdco Management manages Sixth Street Specialty Lending Advisers Holdings, LLC (“Sixth Street Adviser Holdings”).sole dispositive power over all such shares. The business and affairs of Sixth Street Specialty Lending Advisers, LLC (“Sixth Street Adviser”), are managed by Adviser Holdings, the sole member of Adviser. SLX is managed by Adviser. Because (i) of the relationship between Mr. Waxman and Palette Investments, LLC, he may be deemed to beneficially own the shares of Class B common stock owned by Palette Investments, LLC; and (ii) Mr. Waxman is a member of the board of directors of TSSP Holdco Management, he may be deemed to beneficially own the shares of Class B common stock owned by SLX. Management Company is managed by its general partner, whose managing member is Alan Waxman. Because of Management Company’s relationship with Palette Investments, LLC, Management Company may be deemed to beneficially own the shares of Class B Common Stock owned by Palette Investments, LLC. The principal business address of Sixth Street Partners Management Company, L.P.Blackrock is c/o Sixth Street Partners, LLC, 2100 McKinney Avenue, Suite 1500, Dallas, Texas 75201. The principal business address of Alan Waxman is c/o Sixth Street Partners, LLC, Suite 3300, 345 California Street, San Francisco, California 94104.50 Hudson Yards, New York, New York 10001. |
(5)
| Based on information provided by The Vanguard Group (“Vanguard”) in a Schedule 13G/A filed with the SEC on April 10, 2024. Vanguard has shared voting power with respect to 189,881 of these shares, sole dispositive power with respect to 14,950,043 of these shares and shared dispositive power with respect to 298,908 of these shares. The address of Vanguard is 100 Vanguard Blvd., Malvern, Pennsylvania 19355. |
(6)
| Based on information provided by Cadian Capital Management, LP (“CCM”), Cadian Capital Management GP, LLC (“CCM GP”) and Eric Bannasch in a Schedule 13G/A filed with the SEC on February 14, 2024. Consists of (a) 7,299,82014,560,167 shares of Class A common stock held by ICONIQ Strategic Partners,Cadian Master Fund L.P. (“ICONIQ”and Cadian Opportunities Master Fund LP (collectively, the “Advisory Clients”), (b) 1,832,109 sharesadvisory clients of Class A common stockCCM. Pursuant to Investment Management Agreements, as amended, between the Advisory Clients and CCM, CCM exercises exclusive voting and investment power over securities directly held by ICONIQ Strategic Partners-B, L.P. (“ICONIQ-B”), (c) 4,306,088 shares of Class A common stock held by ICONIQ Strategic Partners II, L.P. (“ICONIQ II”), and (d) 3,370,808 shares of Class A common stock held by ICONIQ Strategic Partners II-B, L.P. (“ICONIQ II-B”). ICONIQ Strategic Partnersthe Advisory Clients. CCM GP L.P. (“ICONIQ GP”) is the general partner of ICONIQ and ICONIQ-B. ICONIQ Strategic Partners TT GP, Ltd. (“ICONIQ Parent GP”)CCM. Eric Bannasch is the general partnersole managing member of ICONIQCCM GP. ICONIQ Strategic Partners II GP, L.P. (“ICONIQ GP II”), is the general partnerEach of ICONIQ II and ICONIQ II-B. ICONIQ Strategic Partners II TT GP, Ltd. (“ICONIQ Parent GP II”) is the general partner of ICONIQ GP II. Divesh Makan and William Griffith are the sole shareholders and directors of each of ICONIQ ParentCCM, CCM GP and ICONIQ Parent GP II and may be deemed to haveMr. Bannasch has shared voting, investment and dispositive power with respect to the shares held by such entities. The address from each of the person and entities named above is c/o ICONIQ Capital, 394 Pacific Avenue, 2nd Floor, San Francisco, CA 94111. |
(6)
| Consists of (a) 3,480,788 shares of Class A common stock held by 12 West Capital Fund LP (“12 West Onshore Fund”) and (b) 2,339,851 shares of Class A common stock held by 12 West Capital Offshore Fund LP (“12 West Offshore Fund”). 12 West Capital Management LP (“12 West Management”) serves as the investment manager to 12 West Onshore Fund and 12 West Offshore Fund and possesses the sole power to vote and the sole power to direct the disposition of all the shares held by 12 West Onshore Fund and 12 West Offshore Fund. Joel Ramin, as the sole member of 12 West Capital Management, LLC, the general partner of 12 West Management, possesses the voting and dispositive power with respect to all securities beneficially owned by 12 West Management.such shares. The address of each of the person and entities named above is 427 Tenth535 Madison Avenue, 14th36th Floor, New York, New York 10018.10022. |
(7)
| Consists of (a) 278,1485,368 shares of Class A common stock and (b) 55,468 shares of Class A common stock issuable upon the settlement of RSUs that will vest within 60 days of April 16, 2024, in each case, held by Mr. Sarin. |
(8)
| Consists of (a) 56,978 shares of Class A common stock, (b) 809,09518,280 shares of Class A common stock issuable upon the settlement of RSUs that will vest within 60 days of April 16, 2024, (c) 201,245 shares of Class B common stock issuable upon the exercise of options that are currently exercisable or exercisable within 60 days of April 19, 2022,16, 2024 and (c) 2,500(d) 1,000 shares of Class B common stock issuable upon the settlement of RSUs that will vest within 60 days of April 19, 2022,16, 2024, in each case, held by Mr. Lazzaron.Ms. Adams. |
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(8)
(9)
| Consists of (a) 40,32942,344 shares of Class A common stock, (b) 806,42114,380 shares of Class BA common stock issuable upon the settlement of RSUs that will vest within 60 days of April 16, 2024 and (c) 588,020250,000 shares of Class B common stock issuable upon the exercise of options that are currently exercisable or exercisable within 60 days of April 19, 2022, and (d) 2,500 shares of Class B common stock issuable upon the settlement of RSUs that will vest within 60 days of April 19, 2022,16, 2024, in each case, held by Mr. Singh.Gillis. |
(9)
(10)
| Consists of (a)(i) 17,631 25,718 shares of Class A common stock and (b) 7,949 shares of Class A common stock issuable upon the settlement of RSUs that will vest within 60 days of April 19, 202216, 2024, held by Mr. Haverty. |
(11)
| Consists of (a) 36,758 shares of Class A common stock, (b) 13,377 shares of Class A common stock issuable upon the settlement of RSUs that will vest within 60 days of April 16, 2024 and (ii) 1,354,167(c) 300,000 shares of Class B common stock issuable upon the exercise of options that are currently exercisable or exercisable within 60 days of April 19, 2022,16, 2024, in each case, held by Mr. Chambers; and (b) 400,332 shares held by JC2 Investments LLC, of which Mr. Chambers is the founder and Chief Executive Officer.Ms. Kanouff. |
(10)
(12)
| Consists of (a) 2,237,12236,419 shares of Class BA common stock and (b) 116,667 shares of Class B common stock issuable upon the exercise of options that are currently exercisable or exercisable within 60 days of April 19, 2022, in each case, held by Mr. Dominguez. |
(11)
| Consists of (a) 13,42036,820 shares of Class A common stock issuable upon the settlement of RSUs that will vest within 60 days of April 19, 2022 and (b) 181,250 shares of Class B common stock issuable upon the exercise of options that are currently exercisable or exercisable within 60 days of April 19, 2022 ,16, 2024, in each case, held by Mr. Gillis.Pham. |
(12)
(13)
| Consists of (a) 12,36842,403 shares of Class A common stock, (b) 23,639 shares of Class A common stock issuable upon the settlement of RSUs that will vest within 60 days of April 19, 202216, 2024 and (b) 287,500 shares of Class B common stock issuable upon the exercise of options that are currently exercisable or exercisable within 60 days of April 19, 2022, in each case, held by Ms. Kanouff. |
(13)
| Consists of (a) 16,700 shares of Class A common stock and (b)(c) 45,000 shares of Class B common stock issuable upon the exercise of options that are currently exercisable or exercisable within 60 days of April 19, 2022,16, 2024, in each case, held by Ms. Schloss. |
(14)
| Consists of (a) 23,530,39425,670 shares of Class A common stock and (b) 67,002 shares of Class A common stock issuable upon the settlement of RSUs that will vest within 60 days of April 19, 2022, (c) 77,420,029 shares of Class B common stock, (d) 11,774,530129,166 shares of Class B common stock issuable upon the exercise of options that are currently exercisable or exercisable within 60 days of April 19, 202216, 2024, in each case, held by Mr. Ohls. Mr. Ohls stepped down |
TABLE OF CONTENTS from the Chief Revenue Officer position effective February 5, 2024, and terminated service as an employee on March 16, 2024. He is included in this table because he is a named executive officer for the year ended January 31, 2024, but he is not counted for purposes of aggregating beneficial ownership of directors and executive officers as a group. (15)
| Mr. Singh stepped down from the Chief Technology Officer position effective July 18, 2023, and terminated service as an employee on August 18, 2023. He is included in this table because he is a named executive officer for the year ended January 31, 2024, but he is not counted for purposes of aggregating beneficial ownership of directors and executive officers as a group. |
(16)
| Consists of (a) 13,167,317 shares of Class A common stock, (b) 472,617 shares of Class A common stock issuable upon the exercise of options that are currently exercisable or exercisable within 60 days of April 16, 2024, (c) 259,639 shares of Class A common stock issuable upon the settlement of RSUs that will vest within 60 days of April 16, 2024, (d) 58,729,774 shares of Class B common stock, (e) 10,0008,790,267 shares of Class B common stock issuable upon the exercise of options that are currently exercisable or exercisable within 60 days of April 16, 2024 and (f) 4,000 shares of Class B common stock issuable upon the settlement of RSUs that will vest within 60 days of April 19, 2022,16, 2024, in each case beneficially owned in the aggregate by our directors and executive officers. |
Delinquent Section 16(a) Reports Section 16(a) of the Exchange Act requires our directors, executive officers and persons who beneficially own more than ten percent of any class of our equity securities registered pursuant to Section 12 of the Exchange Act (collectively, the “Reporting Persons”) to file initial statements of beneficial ownership of securities and statements of changes in beneficial ownership of securities with respect to our equity securities with the SEC. To our knowledge, based solely on our review of the copies of such forms filed with the SEC and upon written representations of the Reporting Persons received by us, we believe that one indirect holding by Mr. Thomas was not timely included in his initial Form 3, filed on June 22, 2021, which was corrected by an amendment filed on November 16, 2023, and the following Form 3 and Form 4s were4 was inadvertently filed late: (i) one late Form 3 for affiliates of Sixth Street Partners, a former holder of more than ten percent of our Class A common stock, filed on August 27, 2021; (ii) two late Forms 4 for affiliates of ICONIQ Strategic Partners, a holder more than ten percent of our Class A common stock, with respect to (x) four transactions on September 14, 2021, filed on November 18, 2021; and (y) four transactions on December 27, 2021 and December 28, 2021, filed on January 18, 2022; (iii) one late Form 4 for Diane Adams, our Chief Culture and Talent Officer,Eileen Schloss with respect to one transaction on September 23, 2021,August 30, 2023, filed on November 17, 2021; (iv) one late Form 4 for Wilson Grad Conn, our former Chief Experience Officer, with respect to one transaction on September 24, 2021, filed on November 17, 2021; (v) one late Form 4 for Luca Lazzaron, our Chief Revenue Officer, with respect to transactions on August 30, 2021 and September 4, 2021, filed on November 17, 2021 and amended on April 13, 2022; and (vi) one late Form 4 for Christopher Lynch, our former Chief Financial Officer, with respect to one transaction on September 13, 2021, filed on November 17, 2021.February 5, 2024. TABLE OF CONTENTS TRANSACTIONS WITH RELATED PERSONS The following is a summary of transactions since February 1, 2021,2023, to which we have been a participant in which: the amount involved exceeded or will exceed $120,000, and any of our directors, executive officers or holders of more than 5% of any class of our capital stock at the time of such transaction, or any member of the immediate family of, or person sharing the household with, the foregoing persons, had or will have a direct or indirect material interest. Relationship with Lyearn We have engaged Lyearn Inc. (“Lyearn”), a learning management system company that is wholly owned by Ragy Thomas, our Founder, Chairman and Chief Executive Officer, in connection with the provision of digital training services to our employees and certain Sprinklr customers. Since February 1, 2021,2023, we have paid approximately $0.5$0.2 million to Lyearn in connection with the provision of these services. Voicezen Intellectual Property Purchase
In September 2021, we entered into a purchase agreement with Voicezen India Private Limited (“Voicezen”)digital training services provided to purchase certain intellectual propertyemployees and trademarks. At the time of the transaction, Pavitar Singh, our Chief Technology Officer, held approximately 22% of the equity interests$0.1 million in Voicezen. In connection with the acquisitiondigital training services provided to a customer.
With regard to the development of such intellectual propertycertain human productivity features for Sprinklr, we are leveraging our collaborative relationship with Lyearn to serve Sprinklr imperatives in the areas of employee assessment, goal-setting, and trademarks, we paidactivity measurement against goals, and other employee feedback and assessment, to Voicezen a purchase price of approximately $3.7 million.assist and accelerate our efforts to identify the optimal tools and processes that will be deployed long-term to meet these business imperatives. These collaborative services are provided to us, by Lyearn, at no cost. This related party transaction has been reviewed and approved by our audit committee. Equity Grants to Directors and Executive Officers We have granted stock options to certain of our directors and executive officers. For more information regarding the stock options and stock awards granted to our directors and named executive officers, see the sections titled “Executive Compensation” and “Non-Employee Director Compensation.” H&F Letter Agreement In October 2020, in connection with our issuance and sale of Series G-1 Preferred Stock and Series G-2 Preferred Stock, we entered into a letter agreement with H&F Splash Holdings IX, L.P., a holder of more than 5% of our capital stock, pursuant to which H&F Splash Holdings IX, L.P. is entitled to nominate one individual for election to our board of directors and to serve as a member of the audit committee and the compensation committee of our board of directors. Employment Agreements We have entered into employment agreements with our executive officers. For more information regarding employment agreements with our named executive officers, see the section titled “Executive Compensation—Employment Arrangements.Offer Letters.” Consulting Agreements In January 2024, in connection with his appointment as our Interim Chief Operating Officer, we entered into a consulting agreement with Mr. Pham, pursuant to which Mr. Pham was granted an RSU award under our 2021 Plan, valued at $900,000. The award will (or did) vest in six substantially equal installments on each of February 4, March 4, April 4, May 4, June 4 and June 30, 2024, in each case subject to Mr. Pham’s continuous provision of services under such agreement through such vesting date. In connection therewith, effective January 4, 2024, Mr. Pham ceased being eligible to receive additional compensation for his service as a member of our board of directors pursuant to our non-employee compensation policy. Indemnification Agreements Our amended and restated certificate of incorporation contains provisions limiting the liability of directors, and our Bylaws provide that we will indemnify each of our directors and officers to the fullest extent permitted under Delaware law. Our amended and restated certificate of incorporation and Bylaws also provide our board of directors with discretion to indemnify our employees and other agents when determined appropriate by the board. In addition, TABLE OF CONTENTS we have entered into an indemnification agreement with each of our directors and executive officers, which requires us to indemnify them. For more information regarding these agreements, see the section titled “Executive Compensation—Limitations on Liability and Indemnification Matters.” Policies and Procedures for Transactions with Related Persons We have adopted a policy that our executive officers, directors, nominees for election as a director, beneficial owners of more than 5% of any class of our common stock and any members of the immediate family of any of the foregoing persons are not permitted to enter into a related person transaction with us without the approval or ratification of our board of directors or our audit committee. Any request for us to enter into a transaction with an executive officer, director, nominee for election as a director, beneficial owner of more than 5% of any class of our common stock or TABLE OF CONTENTS
any member of the immediate family of any of the foregoing persons, in which such person would have a direct or indirect interest, must be presented to our board of directors or our audit committee for review, consideration and approval. In approving or rejecting any such proposal, our board of directors or our audit committee is to consider the material facts of the transaction, including whether the transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances and the extent of the related person’s interest in the transaction. TABLE OF CONTENTS OTHER INFORMATION FOR STOCKHOLDERS Stockholder Proposals for the 2025 Annual Meeting of Stockholders Requirements for stockholder proposals to be brought before an annual meeting. Our Bylaws provide that, for stockholder director nominations or other proposals to be considered at an annual meeting, the stockholder must give timely notice thereof in writing to our Corporate Secretary at 29 West 35th Street, 7th Floor, New York, New York 10001. To be timely for the 2025 Annual Meeting of Stockholders, a stockholder’s notice must be delivered to or mailed and received by our Corporate Secretary at our principal executive offices between February 13, 2025 and March 15, 2025; provided, that if the date of that annual meeting of stockholders is earlier than May 14, 2025 or later than July 13, 2025, you must give the required notice not earlier than the 120th day prior to the meeting date and not later than the 90th day prior to the meeting date or, if later than the 90th day prior to such meeting date, the tenth day following the day on which public disclosure of that meeting date is first made. A stockholder’s notice to the Corporate Secretary also must set forth the information required by our Bylaws. Requirements for stockholder proposals to be considered for inclusion in our proxy materials. Stockholder proposals submitted pursuant to Rule 14a-8 under the Exchange Act and intended to be presented at the 2025 Annual Meeting of Stockholders must be received by us not later than January 3, 2025 in order to be considered for inclusion in our proxy materials for that meeting. In addition, stockholders who intend to solicit proxies in support of director nominees other than our nominees must also comply with the additional requirements of Rule 14a-19(b) under the Exchange Act no later than April 14, 2025. TABLE OF CONTENTS HOUSEHOLDING OF PROXY MATERIALS The SEC has adopted rules that permit companies and intermediaries (e.g., brokers) to satisfy the delivery requirements for Notices of Internet Availability of Proxy Materials or other Annual Meeting materials with respect to two or more stockholders sharing the same address by delivering a single Notice of Internet Availability of Proxy Materials or other Annual Meeting materials addressed to those stockholders. This process, which is commonly referred to as “householding,” potentially means extra convenience for stockholders and cost savings for companies. This year, a number of brokers with account holders who are our stockholders will likely be “householding” our proxy materials. A single Notice of Internet Availability of Proxy Materials will be delivered to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker that they will be “householding” communications to your address, “householding” will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in “householding” and would prefer to receive a separate Notice of Internet Availability of Proxy Materials, please notify your broker or us. Direct your written request to us via email at ir@sprinklr.com. Stockholders who currently receive multiple copies of the Notices of Internet Availability of Proxy Materials at their addresses and would like to request “householding” of their communications should contact their brokers. TABLE OF CONTENTS Our board of directors knows of no other matters that will be presented for consideration at the Annual Meeting. If any other matters are properly brought before the Annual Meeting, it is the intention of the persons named in the accompanying proxy to vote on such matters in accordance with their best judgment. | | | By the Order of the Board of Directors | | | |
| | | | Jacob Scott | | | | Daniel Haley
| | | | General Counsel and Corporate Secretary | May 6, 2022
| | | |
May 3, 2024 We have filed our Annual Report on Form 10-K for the fiscal year ended January 31, 20222024 with the SEC. It is available free of charge at the SEC’s web site at www.sec.gov. Stockholders also can access this proxy statement and our Annual Report on Form 10-K at investors.sprinklr.com. A copy of our Annual Report on Form 10-K for the fiscal year ended January 31, 20222024 also is available without charge upon written request to us via email at ir@sprinklr.com. TABLE OF CONTENTS  
SCAN TO VIEW MATERIALS & VOTE SPRINKLR, INC. 29 WEST 35TH STREET 7TH FLOOR NEW YORK, NY 10001 VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. EDT on June 12, 2024. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. During The Meeting - Go to www.virtualshareholdermeeting.com/CXM2024 You may attend the Meeting via the Internet and vote during the Meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. EDT on June 12, 2024. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: V45255-P04467 KEEP THIS PORTION FOR YOUR RECORDS THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY TABLE OF CONTENTS  
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com. V45256-P04467 SPRINKLR, INC. Annual Meeting of Stockholders June 13, 2024 10:00 a.m. EDT This proxy is solicited by the Board of Directors The undersigned hereby appoints Manish Sarin and Jacob Scott, and each of them, with power to act without the other and with power of substitution, as proxies and attorneys-in-fact and hereby authorizes them to represent and vote, as provided on the other side (with discretionary authority under Proposal 1 to vote for a substitute nominee if any nominee is unable to stand for election), all of the shares of Sprinklr, Inc.'s Class A common stock and/or Class B common stock, as the case may be, which the undersigned is entitled to vote and, in their discretion, to vote upon such other business as may properly come before the 2024 Annual Meeting of Stockholders to be held at 10:00 a.m. EDT on June 13, 2024, at www.virtualshareholdermeeting.com/CXM2024, and any adjournments, continuations or postponements thereof, with all powers that the undersigned would possess if present at the Meeting. THIS PROXY CARD, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED. IF NO DIRECTION IS MADE BUT THE CARD IS SIGNED, THIS PROXY CARD WILL BE VOTED FOR THE ELECTION OF ALL NOMINEES UNDER PROPOSAL 1, FOR PROPOSAL 2, FOR PROPOSAL 3, AND IN THE DISCRETION OF THE PROXIES WITH RESPECT TO SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING AND ANY ADJOURNMENTS, CONTINUATIONS OR POSTPONEMENTS THEREOF. (Continued and to be marked, dated and signed on the other side) 0001569345 3 2023-02-01 2024-01-31 |
