Doximity (DOCS) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for August 29, 2024, to be held virtually, with voting available online, by phone, mail, or during the meeting.

• Record date for voting eligibility is July 5, 2024; both Class A and Class B common stockholders may vote as a single class, with Class B shares having 10 votes per share.

• Proposals include election of two Class III directors, ratification of Deloitte & Touche LLP as auditor, and a non-binding advisory vote on executive compensation.

• Board recommends voting FOR all proposals.

Voting matters and shareholder proposals

• Election of Regina Benjamin, M.D., and Phoebe Yang as Class III directors for terms expiring in 2027.

• Ratification of Deloitte & Touche LLP as independent auditor for fiscal year ending March 31, 2025.

• Advisory vote on executive compensation (Say-on-Pay) for fiscal 2024.

• Procedures and deadlines for shareholder proposals and director nominations for the 2025 meeting are outlined, with a submission deadline of March 20, 2025.

Board of directors and corporate governance

• Board is divided into three staggered classes; majority of directors are independent per NYSE standards.

• Board committees include audit, compensation, and nominating/governance, all composed of independent directors.

• Board leadership is combined with the CEO serving as chair.

• Annual board and committee self-evaluations are conducted.

• Code of conduct and whistleblower procedures are in place.