Yext, Inc. filed a preliminary proxy statement on November 3, 2026, calling a Special Meeting of Stockholders to vote on a standalone performance-based stock option award for Chief Executive Officer Michael Walrath.

Key Highlights

  • Primary proposal: Stockholders are asked to approve a standalone performance-based stock option award, referred to in the filing as the "CEO Performance Award," granted to Michael Walrath.
  • Record date: Only stockholders of record as of the close of business on November 12, 2026, are entitled to notice of and to vote at the Special Meeting.
  • Virtual-only format: The Special Meeting will be conducted exclusively via the Internet, with no physical in-person meeting location.
  • Board recommendation: The Board of Directors recommends a vote FOR approval of the CEO Performance Award and FOR any adjournment to solicit additional proxies if needed.
  • Secondary proposal: A second item asks stockholders to approve one or more adjournments of the Special Meeting if insufficient votes are present to pass Proposal No. 1.
  • Lead Independent Director: The stockholder letter accompanying the filing was signed by Andrew Sheehan, Lead Independent Director, with Ho Shin, General Counsel and Corporate Secretary, signing the formal notice.

Yext Calls Special Meeting to Approve Performance-Based CEO Equity Grant

Yext, Inc., a cloud-based platform company headquartered at 61 Ninth Avenue, New York, New York 10011, filed a preliminary proxy statement with the U.S. Securities and Exchange Commission on November 3, 2026. The filing is designated as a Preliminary Proxy Statement subject to completion and was made under Schedule 14A, pursuant to Section 14(a) of the Securities Exchange Act of 1934. The company's most recent Annual Report on Form 10-K, covering the fiscal year ended January 31, 2026, was filed with the SEC on March 10, 2026, according to the proxy materials.

The central item of business at the Special Meeting is a stockholder vote on the CEO Performance Award for Michael Walrath. According to the filing, the award is described as a standalone performance-based stock option, a structure that ties equity compensation to specific performance criteria rather than time-based vesting alone. The proxy materials state that the Board of Directors recommends a vote in favor of the award. A second proposal would permit the Board to adjourn the Special Meeting if votes are insufficient to pass the first proposal, allowing additional proxy solicitation to take place.

The Special Meeting will be held in a virtual-only format. Stockholders of record as of November 12, 2026, may participate by using a 16-digit control number included with their proxy materials. The filing notes that proxy materials will be distributed by mail and will also be available on the Internet. Stockholders may vote by returning a signed proxy card, or by voting over the Internet or by telephone, according to instructions provided in the filing.

What Was Disclosed

Yext filed a preliminary proxy statement on November 3, 2026, announcing a Special Meeting of Stockholders. The meeting's primary agenda item is approval of a standalone performance-based stock option award for CEO Michael Walrath, with the Board recommending a vote in favor of the grant.