C3.ai (NYSE: AI) investors approve board, executive pay and auditor at 2025 meeting

Rhea-AI Filing Summary

C3.ai, Inc. held its 2025 annual stockholder meeting on October 3, 2025 via live webcast, where investors voted on three key proposals. Stockholders elected Class II directors General (Ret.) John Hyten, Richard C. Levin, and Bruce Sewell to serve until the 2028 annual meeting, with support levels ranging from 199,436,155 to 212,645,179 votes in favor and broker non-votes of 37,032,708 on each nominee.

Investors also approved, on an advisory basis, the compensation of the company’s named executive officers, with 186,563,591 votes in favor, 29,855,073 against, and 536,743 abstentions, plus 37,032,708 broker non-votes. Finally, stockholders ratified Deloitte & Touche LLP as independent auditor for the fiscal year ending April 30, 2026, by 251,472,840 votes for, 1,822,718 against, and 692,557 abstentions. No other matters were brought to a vote.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 3, 2025

C3.AI, INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction

of Incorporation)

1400 Seaport Blvd

Redwood City, CA

(Address of Principal Executive Offices)

001-39744

(Commission File Number)

26-3999357

(IRS Employer Identification No.)

94063

(Zip Code)

(650) 503-2200

(Registrant's Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A Common Stock, par value $0.001 per share

AI

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07 Submission of Matters to a Vote of Security Holders.

On October 3, 2025, C3.ai, Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”) virtually via live webcast. At the Annual Meeting, the Company’s stockholders voted on the three proposals set forth below. A more detailed description of each proposal is set forth in the Company’s Proxy Statement filed with the Securities and Exchange Commission on August 21, 2025 (the “Proxy Statement”).

Proposal 1 – Election of Directors. The Company’s stockholders elected each of the following Class II director nominees to hold office until the Company’s 2028 Annual Meeting of Stockholders, and until his successor is duly elected and qualified or until his earlier death, resignation, or removal. The results of the vote were:

Nominee			For			Withhold			Broker Non-Vote
General (Ret.) John Hyten			212,303,543			4,651,864			37,032,708
Richard C. Levin			212,645,179			4,310,228			37,032,708
Bruce Sewell			199,436,155			17,519,252			37,032,708

Proposal 2 – Approval, on an Advisory Basis, of the Compensation of the Company’s Named Executive Officers. The Company’s stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed in the Proxy Statement. The results of the vote were:

For			Against			Abstain			Broker Non-Vote
186,563,591			29,855,073			536,743			37,032,708

Proposal 3 – Ratification of Independent Registered Public Accounting Firm. The Company’s stockholders ratified the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending April 30, 2026. The results of the vote were:

For			Against			Abstain
251,472,840			1,822,718			692,557

No other matters were submitted for stockholder action at the Annual Meeting.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			C3.ai, Inc.
Dated: October 9, 2025
			By:			/s/ Stephen Ehikian
						Stephen Ehikian
						Chief Executive Officer

FAQ

What did C3.ai (AI) stockholders vote on at the 2025 annual meeting?

Stockholders voted on three items: electing three Class II directors, approving on an advisory basis the compensation of named executive officers, and ratifying Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year ending April 30, 2026.

Which directors were elected at C3.ai’s 2025 annual meeting and how many votes did they receive?

Stockholders elected General (Ret.) John Hyten with 212,303,543 votes for and 4,651,864 withheld, Richard C. Levin with 212,645,179 for and 4,310,228 withheld, and Bruce Sewell with 199,436,155 for and 17,519,252 withheld. Each nominee had 37,032,708 broker non-votes.

How did C3.ai (AI) investors vote on executive compensation in 2025?

On an advisory basis, 186,563,591 votes were cast for the compensation of named executive officers, 29,855,073 against, and 536,743 abstained, with 37,032,708 broker non-votes.

Which audit firm did C3.ai stockholders ratify for the fiscal year ending April 30, 2026?

Stockholders ratified Deloitte & Touche LLP as C3.ai’s independent registered public accounting firm for the fiscal year ending April 30, 2026, with 251,472,840 votes for, 1,822,718 against, and 692,557 abstentions.

Were there any other matters voted on at C3.ai’s 2025 annual meeting?

No. The company states that no other matters were submitted for stockholder action at the 2025 annual meeting beyond the three proposals described.

How was C3.ai’s 2025 annual meeting of stockholders held?

The 2025 annual meeting of stockholders for C3.ai, Inc. was held virtually via live webcast on October 3, 2025.