Cerence Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant☒

Filed by a Party other than the Registrant☐

Check the appropriate box:

CERENCE INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

Cerence Inc.

25 Mall Road

Suite 416

Burlington, MA 01803

December 31, 2024

Dear Fellow Shareholders:

On behalf of Cerence Inc. (“Cerence”), thank you for your continued investment. We value your support, which is essential to the success of our efforts to deliver long-term value to our shareholders.

In fiscal year 2024, we made significant progress on our generative artificial intelligence (“Generative AI”) and large language model (“LLM”)-powered roadmap, creating a strong position for Cerence as artificial intelligence (“AI”) continues to transform the in-car experience. Highlights from the fiscal year included:

•

Securing 28 strategic design wins including 10 for our Generative AI solutions;

•

Attaining six new wins in the two-wheeler and trucking markets;

•

Advancing our Generative AI and LLM strategy, including partnering with Volkswagen to debut an LLM-powered in-car assistant experience at the Consumer Electronics Show (“CES”) 2024;

•

Delivering a record of 22 original equipment manufacturer (“OEM”) customer platform launches, including 15 cloud programs and six integrations of our new Generative AI Apps;

•

Achieving competitive displacements with major global OEMs in EMEA, Japan, and China; and

•

Announcing AI partnerships with Microsoft and NVIDIA.

In fiscal year 2024, the automakers continued to face many challenges, including pressure for faster development cycles that consistently deliver a fresh user experience; increasing software development requirements and a push on AI, all while balancing cost; and growing pressure from an evolving regulatory landscape.

With this in mind, we embarked on a significant transformation intended to position Cerence to meet the current and future needs of our customers. This included a thorough review of our product portfolio with the goal of creating long-term profitability, as well as reducing costs while still enabling investment in our generative AI roadmap. In addition, in the first days of fiscal year 2025, we welcomed our new CEO, Brian Krzanich, whose experience at Intel and CDK Global will be an incredible asset as we advance our next-gen product strategy and pursue Cerence’s path to future growth. There will also be several changes to our board of directors (“Board”). Two of our directors, Thomas Beaudoin and Sanjay Jha, will not stand for reelection to the Board. I would like to thank them for their many years of invaluable assistance and service to Cerence and the Board. In addition, effective at the conclusion of the 2025 Annual Meeting of Shareholders (“Annual Meeting”), I am handing over the role as Chair of the Board to my experienced colleague, Kristi Ann Matus, who has been designated as the new Chair.

At our Annual Meeting, shareholders will be asked to vote on the matters described in the accompanying notice of annual meeting and proxy statement, as well as such other business that may properly come before the meeting and any adjournments or postponements thereof. Your vote is very important to us. Please review the instructions for each voting option described in the notice and in the proxy statement. Your prompt cooperation will be greatly appreciated.

Sincerely,

Arun Sarin

Chairman of the Board

Cerence Inc.

25 Mall Road

Suite 416

Burlington, MA 01803

NOTICE OF THE 2025 ANNUAL MEETING OF SHAREHOLDERS

Dear Shareholders:

The 2025 Annual Meeting of Shareholders (the “2025 Annual Meeting”) of Cerence Inc. (the “Company”) will be held on Thursday, February 13, 2025 at 11:00 a.m. Eastern Time. The 2025 Annual Meeting will be a virtual shareholders meeting at www.proxydocs.com/CRNC being held for the following purposes:

(1)

Election of seven directors named in the proxy statement, each to serve for a one-year term and until his or her successor has been duly elected and qualified or until his or her earlier death, resignation or removal;

(2)

Approval, on a non-binding, advisory basis, of the compensation of the Company’s named executive officers, as disclosed in this proxy statement;

(3)

Ratification of the appointment of BDO USA PC as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2025;

(4)

Approval of an amendment to the Company’s amended and restated certificate of incorporation (“Charter”) to limit the liability of certain officers of the Company in certain circumstances as permitted pursuant to recent amendments to the Delaware General Corporation Law; and

(5)

Transaction of such other business as may properly come before the meeting or any adjournment or postponement of the meeting.

This notice of our annual meeting of shareholders contains details of the business to be conducted at the 2025 Annual Meeting. The Board of Directors of the Company (“Board”) has fixed the close of business on December 16, 2024 as the record date for determination of shareholders entitled to notice of, and to vote at, the 2025 Annual Meeting and at any adjournments or postponements thereof. A list of shareholders entitled to vote at the 2025 Annual Meeting will be available at 25 Mall Road, Suite 416, Burlington, MA 01803 on the date of, and for ten days prior to, the 2025 Annual Meeting. To participate in the 2025 Annual Meeting virtually via the Internet, please visitwww.proxydocs.com/CRNC. In order to attend, you must register in advance atwww.proxydocs.com/CRNC prior to the deadline of February 11, 2025 at 5:00 p.m. Eastern Time. Upon completing your registration, you will receive further instructions via email, including your unique links that will allow you to access the meeting and will permit you to submit questions. You will not be able to attend the 2025 Annual Meeting in person. For instructions on how to vote your shares, please refer to the instructions on the Notice of Internet Availability of Proxy Materials you received in the mail, the section titled “Voting” in the proxy statement and, if you requested to receive printed proxy materials, your enclosed proxy card.

Please refer to the proxy statement for further information with respect to the business to be transacted at the 2025 Annual Meeting.

Important Notice Regarding the Internet Availability of Proxy Materials for the Annual Meeting of Shareholders to be held on February 13, 2025This Notice of the 2025 Annual Meeting of Shareholders, Proxy Statement and 2024 Annual Report on Form 10-K areavailable for viewing, printing and downloading at www.proxydocs.com/CRNC.

By Order of the Board of Directors, Jennifer Salinas Secretary

Burlington, Massachusetts

December 31, 2024