Snowflake Inc. (SNOW)
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AGM 2024

Jul 2, 2024

Operator

Welcome to the Snowflake 2024 Annual Meeting of Stockholders. I would like to introduce our presenter, Mr. Sridhar Ramaswamy, Snowflake's Chief Executive Officer and Chairperson of today's meeting. Mr. Ramaswamy, I'll turn the meeting over to you.

Sridhar Ramaswamy
CEO, Snowflake

Thank you. The meeting will now officially come to order. The time is now 9:00 A.M. Pacific on Tuesday, July 2nd 2024, and the polls are open for voting on all matters to be presented. We are hosting today's meeting through a virtual online platform provided by Broadridge. Before we proceed with the formal business of the meeting, I'd like to welcome the other members of our board of directors and introduce the other members of the team who are with us today. Mike Scarpelli, our Chief Financial Officer, Derk Lupinek, our General Counsel and Secretary, who will act as Secretary of today's meeting. I'd also like to introduce Karen Plunkett from PwC, our independent registered public accounting firm, who's available to respond to appropriate questions. We will now proceed with the formal business of the meeting.

After the proposals have been presented, we will take appropriate questions and then announce preliminary voting results. We ask that you follow the posted rules of conduct so that we have a fair and orderly meeting. As long as we have time, we will answer questions that are relevant to the proposals presented at the meeting. Please submit your questions now to make sure they are received in time. As I mentioned earlier, the polls are open for voting on all matters to be presented. After I describe each item to be voted on, we will close the polls. We will not accept ballots, proxies, revocations, or changes after the polls are closed. If you have already submitted your vote by proxy and do not wish to change your vote, you do not need to vote now, and your shares will be voted as previously instructed.

If you intend to vote and have not already done so, you must submit your vote online now for it to be counted. I'd like to introduce Laura Cisneros, our Inspector of Election for this meeting, who will tally the final votes. Laura has told me that we have a quorum for today's meeting. Laura has taken the customary oath of office, and we will file this oath with the records of the meeting. Our bylaws provide that the presence, in person or by proxy, of a majority of the voting power of the outstanding shares of our common stock entitled to vote at the meeting will constitute a quorum. There were approximately 335,041,774 shares of our Class A common stock outstanding and entitled to vote on the record date.

Laura has informed me that proxies have been received for approximately 284,494,384 shares, or approximately 84.91% of the shares outstanding, which constitutes a quorum for today's meeting. Each share of Class A common stock is entitled to 1 vote. There are 3 management proposals, and if properly presented, 1 stockholder proposal to be considered by the stockholders at this meeting. The first management proposal is the election of three Class I directors to serve until the 2027 Annual Meeting of Stockholders and until their successors are duly elected and qualified. The nominees for Class I director are Benoît Dageville , Mark Garrett, and Jayshree Ullal. For the reasons stated in our proxy statement, our board of directors recommends that you vote for the election of each of these nominees.

The second management proposal is the approval on a non-binding advisory basis of the compensation of our named executive officers. For the reasons stated in our proxy statement, our board of directors recommend that you vote for this proposal. The third management proposal is the ratification of the appointment of PwC as our independent registered public accounting firm for the fiscal year ending January 31st, 2025. For the reasons stated in our proxy statement, our board of directors recommends that you vote for this proposal. The fourth proposal is a non-binding stockholder proposal requesting the declassification of our board of directors. Mr. James McRitchie has provided a prerecorded presentation of his proposal.

James McRitchie
Shareholder Advocate, CorpGov

Thanks for your attention. This straightforward proposal is crucial for our company's success. Elect all our directors annually. The board argues that three-year terms are necessary to attract top-tier directors, but the claim doesn't hold up. 90% of S&P 500 companies have declassified boards and continue to attract exceptional directors. A director's willingness to stand for election every year is a testament to their commitment and confidence in their own performance. Our current board's reluctance to adopt annual elections raises concerns. For instance, one recently received less than 74% of the vote despite being unopposed. T his indicates a lack of confidence among shareholders. Additionally, some funds are voting against all our directors due to insufficient board diversity. ISS has given our board its lowest rating.

Free Float Analytics notes that Jayshree Ullal, with a super abundance of skills and experience, holds only 8% of the board's influence. Women on our board appear to have far less influence than their male counterparts. That's unacceptable. Annual elections are widely recognized as best practice. They enhance director accountability, improve company performance, and increase shareholder value. BlackRock, Vanguard, State Street, as well as proxy advisors, support declassifying boards. Shareholder resolutions on this topic typically pass with substantial margins. Consider this, since October 2020, the Nasdaq has risen by 58%, while our stock has plummeted 49%. Studies consistently show that classified boards could diminish a company's value by making directors less effective and management more entrenched. Conversely, declassified boards are associated with higher returns and better performance. Market reactions to board declassification announcements are generally positive.

Investors appreciate the increased accountability and the potential for improved performance. A rising share price, or at least one that doesn't significantly underperform the market, that's a far more effective way to attract top-notch board members than offering three-year terms. In conclusion, making our directors more accountable to shareholders through annual elections is a step towards better governance and enhanced company performance. I urge you to vote for proposal number four, and do it now before they close the polls. Thank you.

Sridhar Ramaswamy
CEO, Snowflake

Thank you, Mr. McRitchie. For the reasons stated in our proxy statement, our board of directors recommends that you vote against this proposal. No other matters have been presented to be considered at today's meeting. If you have not already voted, or if you want to change your vote, please do so online now, as the polls will close momentarily. Proxies, votes, or any changes or revocations submitted after the closing of the polls will not be accepted. We will now review whether any questions have been submitted that are relevant to the proposals. Are there any questions?

Operator

No questions germane] to the proposals have been submitted.

Sridhar Ramaswamy
CEO, Snowflake

Thank you. The time is now 9:09 A.M. Pacific, and the polls are now closed for voting. The proxies and ballots will be tabulated by the inspector of the election. Based upon the preliminary information provided by the inspector of the election, I can report that each of Benoît Dageville , Mark Garrett, and Jayshree Ullal is elected as a Class I director. The advisory proposal on compensation of our named executive officers is approved. The proposal to ratify the appointment of PwC as our independent registered public accounting firm for the fiscal year ending January 31st, 2025 , is approved, and the non-binding stockholder proposal to declassify our board of directors is approved. We expect to report our final results within four business days after this meeting on a Form 8-K. The annual meeting is now adjourned. Thank you all for attending.

Operator

This now concludes the meeting. Thank you for joining. You may disconnect and have a great day.

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