Backblaze (BLZE) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for May 27, 2025, will be held virtually to enhance access and participation, with voting available online, by phone, or mail.

• Stockholders as of April 1, 2025, are eligible to vote on director elections and auditor ratification.

• Proxy materials and annual report are accessible online, with options for electronic or paper delivery.

Voting matters and shareholder proposals

• Two Class I directors, Barbara Nelson and Earl E. Fry, are nominated for election to serve until 2028.

• Ratification of Deloitte & Touche LLP as independent auditor for fiscal year 2025 is proposed.

• Board recommends voting FOR both director nominees and auditor ratification.

• Shareholder proposals for the 2026 meeting must be submitted by December 7, 2025, for proxy inclusion.

Board of directors and corporate governance

• Board consists of five members divided into three staggered classes; three women and diverse backgrounds.

• Four of five directors are independent; independent directors hold regular executive sessions.

• Combined Chairperson/CEO role; Lead Independent Director appointed for independent oversight.

• Board committees include Audit, Compensation, and Nominating & Corporate Governance, all with independent members.

• Director nominations consider diversity, experience, and independence; stockholders with 5%+ voting power may recommend candidates.