Hello, and welcome to the 2025 Virtual Annual Meeting of Stockholders of Klaviyo Inc. Please note that today's meeting is being recorded. Stockholders may submit questions by following the instructions on the Virtual Annual Meeting Platform.
Good morning, everyone. My name is Landon Edmond, and I'm Secretary of Klaviyo Inc. I'll be presiding over today's meeting. This meeting is now called officially to order. I've asked Brad Weber of Goodwin Procter, our outside counsel, to record the minutes. It's my pleasure to welcome our stockholders and guests to Klaviyo's 2025 Annual Meeting, which is being held in accordance with Klaviyo's bylaws and Delaware law. Today's meeting will take care of the formal business at hand, which has been described in our Notice of Proxy Statement filed with the SEC on April 23, 2025, and which was mailed on or about the same date to all of our stockholders of record, as of the close of business on April 15, 2025. All discussion will be limited to the official business at hand during the conducting of this meeting.
Before proceeding to the formal business, I'd like to introduce Klaviyo's board members who are on the call. We have Andrew Bialecki, who is our Chief Executive Officer, Co-Founder, Director, and Chairperson of our board, Ed Hallen, our Chief Strategy Officer, Co-founder, and Director, Tony Weisman, our Lead Independent Director, Jennifer Ceran, John Fernandez, Ping Li, Michael Medici, Roxanne Oulman, and Susan St. Ledger who are our Independent Directors. I'd also like to welcome members of our Executive Team who are present with us today: Amanda Whalen, our Chief Financial Officer, Steve Rowland, our President, and Carmel Galvin, our Chief People Officer. Lastly, also, there are folks from our Deloitte & Touche LLP, our auditor, Ray Bigelow, and Kelly Delaney, and again, Brad Weber, who'll be taking minutes, and Kim de Glossop for Goodwin Procter, our outside legal counsel.
Today's meeting is going to be held in a virtual only format. If we encounter any technical difficulties that prevent us from continuing, we ask that you please stand by and allow us to provide an update. With that said, let's proceed to the formal business of the meeting. As a reminder, Notice of the Meeting was sent to all stockholders of record as a proposal of business on April 15, 2025. The stockholders of record on that date are entitled to vote at this meeting. Rules of Conduct for the meeting are available on the Virtual Meeting platform. Please note that only stockholders who have logged in using their 16-digit control number will be able to vote and ask questions at this meeting.
If you would like to ask a question during the formal part of this meeting, please submit it in writing via the Virtual Meeting Platform. And just as a reminder, your questions must be directly related to and applicable to the proposals under consideration. Our board has appointed Peter Deskovich to act as Inspector of Election for this Annual Meeting, and he will tabulate the results of the voting. The Inspector of Election has signed the oath of his office, which will be filed with the minutes of this meeting. Mr. Deskovich, do we have a quorum present?
Yes. Of the one billion 904,396,029 votes, of the outstanding shares of stock entitled to vote at the meeting, one billion 625,856,502 votes are represented either in person or by proxy, and therefore a quorum is present.
Thank you, Peter. I declare that quorum is present, and that we now may proceed to transact business. This meeting has been called. Before we proceed, though, let me briefly describe the voting procedures. If you've previously submitted your proxy and you do not intend to change your vote, you do not need to complete another proxy or ballot, and your vote will be counted. If you are eligible to vote and haven't submitted your proxy, or if you want to change your vote, you may do so by clicking the voting button in the Virtual Meeting Platform, following the instructions there. And now I declare that the polls for each matter to be voted on in the meeting are open for voting. It is now 11:04 Eastern Time on June 10, 2025. Our first item of business is the election of Class II Directors.
We'll be voting on three nominees for Class II Directors to serve until our Annual Meeting of Stockholders in 2028. That's per the proxy statement. In accordance with Klaviyo's bylaws, our board has nominated Ed Hallen, Michael Medici, and Roxanne Oulman to be elected and serve as Class II Directors. Each nominee is in attendance, and Klaviyo's bylaws require advance notice of the stockholder intent to nominate persons as Directors, and as such, no notice was received. Accordingly, I declare the nominations for Class II Directors to be closed. Directors are elected by a plurality of the votes properly cast at today's meeting and are represented by proxy and those entitled to vote. Our board unanimously recommends that stockholders vote in favor of each of the nominees. That said, are there any questions concerning this proposal? No questions being present.
The second item of business is the ratification and appointment of Deloitte & Touche as Klaviyo's Independent Registered Public Accounting Firm for the fiscal year ending December 31, 2025. The Audit Committee of our board, chaired by Jennifer Ceran, appointed Deloitte as Klaviyo's Independent Registered Public Accounting Firm to audit Klaviyo's financial statements for the fiscal year ending December 31, 2025. Our board also approved the selection of Deloitte and has asked the stockholders to ratify this selection. Stockholder ratification is not required by Klaviyo's bylaws, but our board is submitting this item to stockholders as a matter of good corporate governance. The affirmative vote of a majority of the votes properly cast at today's meeting, or represented by proxy and entitled to vote, is required to approve the ratification and appointment of Deloitte as Klaviyo's Independent Registered Public Accounting Firm for the fiscal year ending December 31, 2025.
Our board unanimously recommends that stockholders vote in favor of this proposal. If the stockholders do not approve this selection of Deloitte as Klaviyo's Independent Registered Public Accounting Firm, our board and Audit Committee will reconsider the appointment. Are there any questions concerning this proposal? No questions present. I will move to the third item of business, and this is a non-binding advisory vote to approve the compensation of Klaviyo's named executive officers, as described in the proxy statement. This is commonly referred to as a say-on-pay vote. The affirmative vote of a majority of the votes cast properly at today's meeting, or represented by proxy and entitled to vote, is required to approve, on a non-binding advisory basis, compensation of Klaviyo's named executive officers. Our board unanimously recommends that the stockholders vote in favor of this proposal. As a reminder, this is a non-binding advisory vote.
The result is not binding on Klaviyo, our board, or Compensation Committee in any way. But our board and Compensation Committee intend to consider the result of this vote and make future determinations regarding compensation arrangements for our named executive officer. Are there any questions concerning this? Okay. There being no questions, the fourth item of business is the non-binding advisory vote on the frequency of future stockholder advisory votes to approve the compensation of Klaviyo's named executive officer. This is commonly referred to as a say-on-frequency vote. You may indicate your preferred frequency for holding non-binding advisory votes to approve the compensation of Klaviyo's named executive officers by voting for a frequency of one year, two years, or three years. You may also abstain from voting.
The frequency receiving the highest number of votes properly cast at today's meeting are represented by proxy, and those entitled to vote will be deemed to be the frequency preferred by our stockholders. Our board unanimously recommends that a non-binding advisory vote approving the compensation of Klaviyo's named executive officers be held every one year. As a reminder, this is a non-binding advisory vote. The result of this vote is not binding on Klaviyo, our board, our Compensation Committee in any way, but our board and our Compensation Committee intend to consider the results of this vote and make future determinations regarding the frequency of holding future say-on-pay votes. Are there any questions concerning this proposal? There being no questions, anyone who has not yet voted and wishes to do so, please do so through the Virtual Meeting platform this time. Okay.
It is now 11:09 Eastern Time on June 10, 2025, and the polls for each matter to be voted on at this meeting are now closed. No additional ballots, proxies, or votes, nor any changes or revocations will be accepted. Inspector of Election, please report on the preliminary results of the voting.
Based on the preliminary review of the votes cast with regard to Proposal 1, a plurality of the votes 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 votes 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 December 31, 2025. With regard to Proposal 3, a majority of the votes cast at today's meeting are represented by proxy and entitled to vote, have been voted in favor of the approval on a non-binding advisory basis of the compensation of Klaviyo's named executive officers.
With regard to Proposal 4, the highest number of votes cast at today's meeting are represented by proxy and entitled to vote, have been voted in favor of holding future non-binding stockholder advisory votes on the compensation of Klaviyo's named executive officers every one year.
Thank you, Mr. Deskovich. I hereby declare that all the proposals presented at the meeting have been ratified or approved by the stockholders. Final results of voting, including any applicable ballots and proxies recorded during this meeting, will be set forth in the report of the Inspector of Elections and will be included in the meeting minutes for this meeting. Final results will also be reported on our current Form 8-K that we'll file with the SEC. There being no other matters for consideration, I hereby adjourn this meeting and wish you all a good rest of your day.
This concludes today's meeting. You may now disconnect.