Welcome to the Snowflake 2026 annual meeting of stockholders. I would like to introduce our presenter, Mr. Sridhar Ramaswamy, Snowflake's Chief Executive Officer and the chairperson of today's meeting. Mr. Ramaswamy, I'll turn the meeting over to you.
Thank you. The meeting will now officially come to order. The time is now 9:00 A.M. Pacific on Monday, June 29, 2026. 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 executive leadership team who are with us today. Brian Robins, our Chief Financial Officer, and Jeff Truwit, our General Counsel and Secretary, who will act as secretary of today's meeting. I'd also like to introduce Dirk D'Haeseleer 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'll 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're 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 346,602,915 shares of our common stock outstanding and entitled to vote on the record to date.
Laura has informed me that proxies have been received for approximately 290,140,060 shares or approximately 83.7% of the shares outstanding, which constitutes a quorum for today's meeting. Each share of common stock is entitled to one vote. There are four proposals to be considered by the stockholders at this meeting. The first proposal is the election of three Class III directors to serve until the 2029 annual meeting of stockholders and until their successors are duly elected and qualified. The nominees for Class III directors are Teresa Briggs, Mark D. McLaughlin, and Sridhar Ramaswamy. 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 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 recommends that you vote for this proposal. The third proposal is the ratification of the appointment of PwC as our independent registered public accounting firm for the fiscal year ending in January 31st, 2027. 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 majority vote for director elections. Mr. James McRitchie has provided a pre-recorded presentation of his proposal.
Thank you. I ask you to support a simple democratic principle. Directors should earn the support of the majority. The board argues plurality voting prevents failed elections, but let's examine that claim. More than 92% of S&P 500 companies use a majority voting standard for uncontested elections. Those companies continue to function, continue to recruit highly qualified directors, and continue to satisfy stock exchange rules. What majority voting changes is not stability, but accountability. The board says vacancies could create uncertainty, yet the proposal specifically calls for orderly transitions and the expedited appointment of replacement directors. Directors who can't win majority support should not automatically continue simply because replacing them may be difficult. The board also argues that shareholders have the right to withhold votes, but under a plurality voting standard, withholding votes has no practical effect.
A director can lose all but one vote and still remain seated. That isn't meaningful accountability. The board warns about single-issue activists, yet the real issue is whether shareholders, the actual owners of our company, should have a meaningful voice in director elections. Shareholders are not outsiders. We are not intruders. We are the owners. Accountability is especially important at Snowflake. Our company is at the center of artificial intelligence, cybersecurity, and enterprise data governance. The proxy repeatedly emphasizes trust, governance, oversight, and responsible leadership. If governance matters, then shareholder voting should matter. The board says its nomination process is rigorous. No nomination process should be a substitute for shareholder approval. In 2024, 78% of shares voted in favor of my proposal to declassify the board. The board then recommended an amendment in 2025, which passed with 99% of the vote. Let's repeat that process.
Even highly qualified directors should earn the confidence of shareholders. A vote for proposal number four is a vote for that accountability. A vote for proposal number four is a vote for modern governance. A vote for proposal number four is a vote to ensure that directors serve shareholders, not just themselves. Thank you.
Thank you, Mr. McRitchie. To maintain an accurate record, the company notes that the proposal to amend the company's certificate of incorporation to declassify the board of directors in 2025 failed to receive the requisite vote of 66 and two-thirds% of outstanding shares of our capital stock and did not pass. 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 germane to the proposals presented at the meeting? I can confirm that we received no questions. Thank you. The time is now 9:09 A.M. Pacific. The polls are now closed for voting. The proxies and ballots will be tabulated by the inspector of the election. Based upon preliminary information provided by the inspector of election, I can report that each of Teresa Briggs, Mark D. McLaughlin, and Sridhar Ramaswamy is elected as a class 3 director. The advisory proposal on the compensation of our named executive officers is not approved. The proposal to ratify the appointment of PwC as our independent registered public accounting firm for the fiscal year ending in January 31, 2027 is approved. The non-binding stockholder proposal requesting majority vote for the director elections 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 for attending.
That concludes our meeting today. You may now disconnect.