FIVE9 INC (FIVN)

Sector: Information Technology

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2026 Annual Meeting Analysis

FIVE9 INC · Meeting: May 20, 2026

Policy v1.2high confidenceView Filing ↗
For informational purposes only. This AI-generated analysis applies a published voting policy to publicly available proxy filings. It does not constitute investment advice, proxy voting advice, or a solicitation of any kind. AI analysis may be incomplete or inaccurate — always review the actual filing and make your own independent decision.

Directors FOR

2

Directors AGAINST

0

Say on Pay

AGAINST

Auditor

FOR

Director Elections

Election of Directors

2 FOR
✓ FOR
Amit Mathradas

Mr. Mathradas joined the board in February 2026 — less than 24 months ago — which exempts him from the stock performance trigger under policy; he brings relevant CEO-level technology industry experience appropriate for his role.

✓ FOR
Sagar Gupta

Mr. Gupta joined the board in December 2024 — less than 24 months ago — which exempts him from the stock performance trigger under policy; he brings investment and financial analysis experience relevant to the company's turnaround context.

Both Class III nominees standing for election joined the board within the past 24 months and are therefore exempt from the TSR underperformance trigger under policy. The trigger would otherwise apply: Five9's 3-year stock return of -79.5% trails the peer group median 3-year return of -34.1% by 45.4 percentage points, well above the 20-percentage-point threshold for negative absolute TSR. Both nominees receive a FOR vote based on their exemption as recent appointees.

Say on Pay

✗ AGAINST

CEO

Michael Burkland

Total Comp

$17,403,709

Prior Support

83%%

Pay-for-performance misalignment: CEO total compensation of $17.4M while 3-year stock return was -79.5%, trailing peer median by 45.4 percentage pointsVariable pay above benchmark against severe TSR underperformance vs peer group

Five9's CEO received $17.4 million in total compensation in 2025, which is a very high pay level for a company with a $1.1 billion market cap that has lost nearly 80% of its stock value over three years and trails its peer group by more than 45 percentage points over that period. While the company uses performance-based stock awards tied to relative shareholder return, the sheer size of the compensation package — driven heavily by equity grants reported at their full award value — is difficult to justify when shareholders have experienced devastating losses far worse than most peers. The pay-for-performance alignment check fails because variable pay appears above benchmark levels while the company significantly underperformed its own disclosed peer group by more than the 20-percentage-point threshold required to trigger a No vote.

Auditor Ratification

✓ FOR

Auditor

KPMG LLP

Tenure

14 yrs

Audit Fees

$2,709,000

Non-Audit Fees

$280,000

KPMG LLP has audited Five9 since 2012, giving it approximately 14 years of tenure — well below the 25-year threshold that would raise independence concerns. Non-audit fees (tax services) of $280,000 represent about 10% of audit fees of $2,709,000, far below the 50% threshold that would trigger a No vote. KPMG is a Big 4 firm appropriate for a company of Five9's size and complexity.

Overall Assessment

The 2026 Five9 annual meeting includes two shareholder-friendly governance improvements — board declassification and elimination of supermajority voting requirements — both of which deserve support as meaningful steps toward giving shareholders more power. However, executive compensation receives a No vote because CEO pay of $17.4 million is very difficult to justify given that the stock has lost nearly 80% of its value over three years while performing far worse than most peers in the company's own disclosed comparison group.

Filing date: April 7, 2026·Policy v1.2·high confidence

Compensation Peer Group

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