Klaviyo (KVYO) Proxy filing summary

Executive summary

• Fiscal year 2025 saw 32% revenue growth to $1.234 billion, improved operating margins, and strong cash flow, with cash and equivalents exceeding $1 billion at year-end.

• Strategic milestones included launching an autonomous B2C CRM, expanding AI-powered agents, and doubling $1M+ ARR customers year-over-year.

• Customer base grew to over 193,000 businesses in 100+ countries, with international revenue up 42% and over one-third of total revenue from outside the Americas.

• The company continued to invest in platform expansion, product adoption, and global reach.

Voting matters and shareholder proposals

• Three Class III directors (Jennifer Ceran, Chano Fernández, Susan St. Ledger) are nominated for re-election to serve until 2029.

• Advisory vote on executive compensation (say-on-pay) and ratification of Deloitte & Touche LLP as independent auditor for 2026 are on the agenda.

• Board recommends voting “FOR” all proposals.

Board of directors and corporate governance

• Board consists of nine directors divided into three staggered classes; majority are independent under NYSE and SEC standards.

• Leadership structure includes a Co-CEO/Chairperson and a lead independent director to ensure effective oversight.

• Committees (Audit, Compensation, Nominating & Corporate Governance) are fully independent and meet regularly.

• Board emphasizes diversity, regular self-evaluation, and stockholder engagement.

• Corporate governance guidelines and a code of conduct apply to all directors, officers, and employees.