Hello, Welcome to the 2026 virtual annual meeting of stakeholders of Klaviyo, Inc. Please note that today's meeting is being recorded. Stakeholders may submit questions by following the instructions on the virtual annual meeting platform.
Good morning, everyone. My name is Landon Edmond, Chief Legal Officer, General Counsel, and Secretary of Klaviyo, Inc. I will be presiding over today's meeting. This meeting is now officially called to order. I've asked Kim de Glossop of Goodwin Procter, our outside counsel, to record the minutes. With that said, Welcome to Klaviyo's 2026 annual meeting, which is being held in accordance with our bylaws and Delaware law. In today's meeting, we'll take care of the formal business described in our notice and proxy statement filed with the SEC on April 29th, 2026, which was mailed on or about the same day to all of our stockholders of record at the close of business on April 15th, 2026. All discussions herein will be limited to the official business at hand.
Before we get started with the formal business, I'd like to introduce Klaviyo's board members who are on the phone. Andrew Bialecki, our Co-CEO, Co-Founder, Director, and Chairperson of our Board. Ed Hallen, our Chief Strategy Officer, Co-Founder, and Director. Chano Fernández, our Co-CEO and Director. Tony Weisman, our Lead Independent Director. Jenny Ceran, Ping Li, Michael Medici, Roxanne Oulman, and Susan St. Ledger, who are independent directors. I'd also like to welcome other members of our executive team who are present on the call with us today. Amanda Whalen, our CFO, Carmel Galvin, our Chief People Officer, and also here are George Sommer and Kelly Delaney from Deloitte & Touche, our Auditor. Lastly, Brad Weber and Kim de Glossop from Goodwin Procter, our outside counsel, are present as well. Today's meeting will 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. Let's proceed with the formal business of the meeting. As a reminder, notice of the meeting was sent to all stockholders of record as of April 15th, 2026, and stockholders on the record of that date are entitled to vote at this meeting. Only stockholders who have logged in using their 16-digit control number will be able to ask and vote for questions at the meeting.
The rules of conduct for the meeting are available on our virtual platform. If you'd like to ask a question during the formal part of this meeting, please submit via writing in the virtual meeting platform questions, and please note that all questions must be directly related to the proposals under consideration. Our board has appointed Peter Skovisk to act as inspector of election for this meeting, and he'll calculate the results of the voting. Mr. Skovisk, do we have a quorum present?
Yes. Of the 1,723,655,783 votes of the outstanding shares of stock entitled to vote at the meeting, 1,537,980,012 votes are represented, either in person or by proxy, and therefore, a quorum is present.
Thank you. I declare now that a quorum is present, and we will now proceed to transact the business for which this meeting has been called. Let me briefly, though, describe the voting procedures. If you've already logged and voted by proxy and don't wish to change your vote, you do not need to vote at this time at the meeting. If you're eligible to vote and haven't voted or have voted and wish to change your vote in any way, you may do so by following the instructions on the virtual meeting platform. I now declare the polls for each matter to be voted on at this meeting are open for voting. It is now 11:03 A.M. Eastern Time on June 9th, 2026. Our 1st item of business is the election of class three directors.
We will be voting on three nominees for the class three director to serve in our annual meeting of stockholders in 2029. As set forth in our proxy statement in accordance with Klaviyo's bylaws, our board of directors has nominated Jennifer Ceran, Chano Fernández, and Susan St. Ledger to be elected to serve as class three directors. Each nominee is in attendance. Klaviyo's bylaws require advanced notice of shareholders' intent to nominate persons as directors, and no such notice was received. I declare the nomination for class three directors closed. Directors are elected by a plurality of the votes properly cast at today's meeting or represented by proxy and entitled to vote. Our board unanimously recommends that stockholders vote in favor of each of these nominees. Are there any questions concerning this proposal? None.
The 2nd item of business is the non-binding advisory vote to approve the compensation of Klaviyo's named executive officers as described in the proxy statement and commonly referred to as the say on pay vote. Approval requires affirmative vote of majority of votes properly cast at today's meeting or represented by proxy entitled to vote. Our board unanimously recommends that the stockholders vote in favor of this proposal. As a reminder, this is a non-binding advisory vote, but our board and our compensation committee intend to consider the result of the vote in making future determinations regarding named executive officer compensation. Are there any questions concerning this proposal? None being present. The 3rd item of business is the ratification and appointment of Deloitte & Touche as Klaviyo's independent registered public accounting firm for the fiscal year 2026.
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. Approval requires affirmative vote of majority of votes properly cast at today's meeting or represented by proxy entitled to vote. Our board unanimously recommends that stockholders vote in favor of this proposal. Are there any questions concerning this proposal? There being none, anyone who has not voted and wishes to do so, please do so now through the virtual meeting platform. It is now 11:06 A.M. Eastern Time on June 9th, 2026, and the polls for each matter to be voted on at the meeting are now closed. No additional votes, proxies or votes, nor any changes or revocations will be accepted. Inspector of Elections, please report on the preliminary results of voting.
Based on the preliminary review of the votes cast with regard to Proposal One, 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 Two, 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 Three, 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, 2026.
Thank you, Mr. Skovisk. I declare that all the proposals presented at the meeting have been ratified or approved by the stockholders. The final results of voting will be included in the minutes of this meeting and reported in our current Form 8-K that will be on file with the SEC. There being no more matters for consideration, I hereby adjourn this meeting.
This concludes today's meeting. You may now disconnect.