CROWDSTRIKE HOLDINGS INC CLASS A (CRWD)
Sector: Information Technology
2026 Annual Meeting Analysis
CROWDSTRIKE HOLDINGS INC CLASS A · Meeting: June 17, 2026
Directors FOR
2
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Elect nominees Johanna Flower and Denis J. O'Leary to the Board of Directors to hold office until the 2029 Annual Meeting of Stockholders
Ms. Flower joined the board in January 2023 (less than 24 months before the meeting), making her exempt from the TSR underperformance trigger under policy; she brings directly relevant cybersecurity and go-to-market expertise as a former CrowdStrike Chief Marketing Officer, and no overboarding, attendance, or independence concerns are present.
CrowdStrike's 3-year price return of 301.2% outperforms the disclosed peer group median of +20.2% by approximately 281 percentage points, far exceeding the 65-percentage-point underperformance threshold required to trigger a No vote for a strong-positive TSR company; Mr. O'Leary shows no overboarding, attendance, or independence flags.
Both director nominees pass all policy screens. CrowdStrike's 3-year total shareholder return of 301.2% dramatically outperforms its peer group median of +20.2%, meaning the TSR underperformance trigger does not apply to any director. Neither nominee is overboarded, and attendance at board and committee meetings met the 75% threshold for all directors. Both nominees bring relevant qualifications for CrowdStrike's industry and stage.
Say on Pay
✓ FORCEO
George Kurtz
Total Comp
$35,195,300
Prior Support
N/A
The CEO compensation figure of $35,195,300 shown in our database reflects fiscal 2025 pay; the fiscal 2026 Summary Compensation Table shows $247.6M driven almost entirely by a special one-time TSR-based performance stock award of approximately $192M granted in December 2025, which is 100% at-risk and tied to CrowdStrike's three-year relative total shareholder return versus S&P 500 constituents — this award will not be granted on a recurring basis and is therefore best evaluated as a multi-year grant reported all at once rather than a single-year pay benchmark comparison. Excluding the special TSR award, the company's recurring fiscal 2026 compensation package (base salary of $1.1M, annual cash bonus of $1.6M, and regular equity of approximately $50M) is substantial but consistent with the scale and complexity of leading a $121B cybersecurity company with 22% revenue growth, and over 93% of total pay is variable and performance-based with rigorous pre-set financial targets. The compensation program includes a meaningful clawback policy, no excessive perquisites, no single-trigger change-in-control provisions, and strong governance practices, and CrowdStrike's 3-year stock return of 301% substantially outperforms its disclosed peer group, supporting the alignment of incentive pay with shareholder outcomes.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP
Tenure
10 yrs
Audit Fees
$6,885,000
Non-Audit Fees
$690,000
Non-audit fees (audit-related fees of $150K plus tax fees of $538K plus other fees of $2K, totaling approximately $690K) represent about 10% of audit fees of $6.885M, well below the 50% threshold that would trigger a No vote; PwC has audited CrowdStrike since 2016 (approximately 10 years), which is below the 25-year tenure threshold; PwC is a Big 4 firm appropriate for a $121B market cap company, and no material restatements attributable to audit failure have occurred.
Stockholder Proposals
1 proposal submitted by shareholders
Proposal 4
Advisory Vote on the Ratification of Supermajority Voting Provisions in Our Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws
This proposal asks shareholders to ratify existing supermajority voting provisions — specifically, requirements that two-thirds of outstanding shares approve changes to the company's bylaws and certain charter provisions — which are well-recognized anti-shareholder governance features because they give a blocking minority of shareholders the power to prevent governance changes that a majority of owners want. The board excluded a competing shareholder proposal that would have replaced these supermajority thresholds with simple majority voting, effectively denying shareholders the ability to vote directly on moving to majority voting; this maneuver is itself a negative governance signal. Supermajority vote requirements for bylaw and charter amendments are widely viewed by mainstream governance standards as entrenching the status quo and limiting shareholder rights, and shareholders should vote AGAINST ratifying these provisions to signal support for transitioning to simple majority voting.
Overall Assessment
CrowdStrike's 2026 annual meeting presents four proposals: both director nominees receive FOR determinations as the company's exceptional 3-year stock return of 301% far outperforms its peer group, clearing all TSR thresholds; PricewaterhouseCoopers is ratified as auditor with a clean non-audit fee ratio of approximately 10%; the Say on Pay vote receives a FOR determination based on a strongly performance-oriented pay structure with 93%+ variable compensation, though shareholders should note the fiscal 2026 total includes a large one-time multi-year TSR performance stock award to the CEO. The one AGAINST determination is on Proposal 4, the board's request to ratify its existing supermajority voting provisions, which represent a meaningful restriction on shareholder rights that the board reinforced by excluding a competing shareholder proposal seeking to eliminate them.
Compensation Peer Group
22 companies disclosed in 2026 proxy filing