Commvault Systems (CVLT) Proxy Filing summary

Executive summary

• Achieved record revenue of $996 million (up 19%) and annual recurring revenue of $930 million (up 21%) in fiscal 2025, with a 56% increase in stock price and $165 million returned to shareholders via repurchases.

• Completed acquisitions of Appranix, Inc. and Clumio, Inc., enhancing cloud-first cyber resilience offerings.

• Invested in innovation, security, and talent, including hiring a Chief Security Officer and establishing new risk management committees.

Voting matters and shareholder proposals

• Proposals include electing nine directors for one-year terms, advisory approval of executive compensation, ratification of Ernst & Young LLP as independent auditors for fiscal 2026, and approval of 1.3 million additional shares for the 2016 Omnibus Incentive Plan.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Eight of nine directors are independent; all directors are elected annually.

• Board led by an independent chair, with all standing committee members meeting heightened independence standards.

• Board committees include Audit, Talent Management and Compensation, Nominations and Governance, and Operating Committees.

• Updated Code of Ethics, Insider Trading Policy, and Human Rights Policy; robust stockholder engagement program.