C3.ai, Inc. filed an 8-K on October 30, 2026, reporting the voting results from its 2026 Annual Meeting of Stockholders held virtually on October 26, 2026.

Key Highlights

  • Three Class III directors elected: John C. Dwyer, Michael G. McCaffery, and Stephen M. Ward, Jr. were each elected to serve until the 2029 Annual Meeting of Stockholders.
  • Advisory executive compensation vote passed: 189,833,226 shares voted in favor of the named executive officer compensation, with 48,771,219 against and 304,482 abstentions.
  • Deloitte & Touche LLP ratified: Stockholders ratified the accounting firm's appointment for the fiscal year ending April 30, 2027, with 271,971,086 votes in favor.
  • 2020 Equity Incentive Plan amended and restated: The amendment and restatement of the 2020 Equity Incentive Plan was approved with 189,747,609 votes in favor and 48,955,225 against.
  • Broker non-votes of 34,213,731 were recorded on Proposals 1, 2, and 4.

C3.ai Stockholders Act on Directors, Pay, Auditor, and Equity Plan at 2026 Annual Meeting

According to the filing, C3.ai, Inc. (NYSE:AI) held its 2026 Annual Meeting of Stockholders on October 26, 2026, conducted virtually via live webcast. Stockholders voted on four proposals, the details of which were set out in the company's Proxy Statement filed with the Securities and Exchange Commission on August 28, 2026.

On Proposal 1, the election of Class III directors, John C. Dwyer received 238,275,220 votes in favor and 633,707 withheld. Michael G. McCaffery received 215,198,461 votes in favor and 23,710,466 withheld. Stephen M. Ward, Jr. received 190,644,177 votes in favor and 48,264,750 withheld. All three nominees were elected to hold office until the company's 2029 Annual Meeting, according to the filing.

On the advisory vote on named executive officer compensation (Proposal 2), the filing reported 189,833,226 votes in favor, 48,771,219 against, and 304,482 abstentions. The ratification of Deloitte & Touche LLP as independent registered public accounting firm for the fiscal year ending April 30, 2027 (Proposal 3) received 271,971,086 votes in favor, 827,931 against, and 323,641 abstentions, with no broker non-votes recorded on that proposal. The amendment and restatement of the 2020 Equity Incentive Plan (Proposal 4) was approved with 189,747,609 votes in favor, 48,955,225 against, and 206,093 abstentions. The filing states that no other matters were submitted for stockholder action at the Annual Meeting.

What Was Disclosed

C3.ai, Inc. disclosed the voting results from its October 26, 2026 Annual Meeting of Stockholders, covering the election of three Class III directors, an advisory compensation vote, auditor ratification, and approval of an amended equity incentive plan.