Klaviyo, Inc. (KVYO)
NYSE: KVYO · Real-Time Price · USD
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At close: May 8, 2026, 4:00 PM EDT
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AGM 2024

Jun 11, 2024

Speaker 3

Platform. Please note that only stockholders who've logged into their account using the control number will be able to vote and ask questions during this meeting. If any stockholder wishes to address me as the chairperson of the meeting, the formal part of this meeting, please do so by submitting your question in writing through the virtual meeting platform. As a reminder, your questions must directly be related to the proposals under consideration. The Board of Directors has appointed Peter Descovich to act as Inspector of Elections for the annual meeting, and he will tabulate the results of this meeting. The Inspector of Elections has signed his oath of office, which will be filed with the minutes of this meeting. Mr. Descovich, do we have a quorum present?

Peter Descovich
Inspector of Elections, Klaviyo

Yes. Of the 2,008,993,854 votes of the outstanding shares of stock entitled to vote at the meeting, 1,826,813,628 votes are represented either in person or by proxy, and therefore a quorum is present.

Speaker 3

Great. I hereby declare that a quorum is present, and we now will proceed to transact the business where the meeting has been called. Let me briefly describe the voting procedures. If you previously submitted your proxy, you do not have to, and you do not intend to change your vote. It is not necessary that you complete another proxy or ballot. Your vote will be counted. If you are eligible to vote and you have not submitted your proxy, or if you want to change your vote, you may do so by clicking the voting button during and in the virtual meeting platform and following the instructions there. I now declare the polls for each matter to be open for voting. It is now 11:04 A.M. Eastern Time on 11 June , 2024. Our first item of business is the election of Class 1 Directors.

At this meeting, we'll be voting on three nominees for Class 1 Directors to serve for an annual meeting as directors until our annual meeting of stockholders in 2027. As is set forth in our proxy statement. In accordance with our bylaws, our directors have been nominated: Andrew Bialecki, Ping Li, and Tony Weisman to be served as our Class 1 Directors. Each nominee is attending this meeting virtually. Our bylaws require that each stockholder provide advance notice of any intent to nominate persons as directors. As of this meeting and the timeframe, no such notice was received. Accordingly, I hereby declare the nominations for Class 1 Directors closed. When a quorum is present, directors are elected by a plurality of votes properly cast at today's meeting, represented by the proxy and entitled to vote. The Board of Directors unanimously recommends stockholders vote in favor of this proposal.

Are there any questions concerning this proposal? The second item of business is the appointment of Deloitte & Touche as Klaviyo's independent registered public accounting firm for the fiscal year ending 31 December , 2024. The audit committee of the Board of Directors appointed Deloitte as Klaviyo's independent registered public accounting firm to audit Klaviyo's financial statements for the fiscal year ending 31 December , 2024. The Board of Directors approves the selection of Deloitte and has asked stockholders to ratify this selection. Stockholder ratification is not required by Klaviyo's bylaws. However, the Board of Directors is submitting this to stockholder consideration for ratification as a matter of good corporate governance.

When a quorum is present, the affirmative vote of a majority of the votes properly cast in today's meeting or represented by proxy and entitled to vote is required to approve the ratification of appointment of Deloitte as the company's independent registered public accounting firm for the fiscal year ending 31 December , 2024. The Board of Directors has unanimously recommended that stockholders vote in favor of this proposal. If the stockholders do not approve the selection of Deloitte as Klaviyo's independent registered public accounting firm, the Board of Directors and the Audit Committee will reconsider the appointment. Are there any questions related to this proposal? Anyone who has not yet voted and desires to do so, please do so through the virtual meeting platform. It is now 11:08 A.M. Eastern Time on 11 June , 2024, and the polls for each matter to be voted on in this meeting are now closed.

No additional ballots, proxies, or votes, nor changes or revocations will be accepted. Inspector of Elections, please report on the preliminary results of this voting.

Peter Descovich
Inspector of Elections, Klaviyo

Based on the preliminary review of the votes cast with regard to Proposal 1, a plurality of the shares cast at today's meeting are represented by proxy and entitled to vote have been voted in favor of the election of the persons nominated. With regard to Proposal 2, a majority of the shares cast at today's meeting are represented by proxy and entitled to vote have been voted in favor of the ratification of Deloitte & Touche LLP as Klaviyo's independent registered accounting firm for the fiscal year ending 31 December, 2024.

Speaker 3

Thank you, Mr. Descovich. I declare that all the proposals presented at the meeting have been ratified or approved by the Board and by the stockholders. The final results of voting, including a balance for proxies recorded during this meeting, will be set forth in the report of the inspector of elections and will be included in the minutes of this meeting. The final results will also be recorded in an SEC statement, Form 8-K. There being no other matters for consideration at this meeting, I hereby adjourn this meeting.

Operator

This concludes today's call. You may now disconnect.

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