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Five9 Inc

For the period ended Apr 1, 2024. Filed Apr 1, 2024.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Apr 1, 2024 · Filed Apr 1, 2024

FIVN$28.12-17.6%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

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:

☐Preliminary Proxy Statement
☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒Definitive Proxy Statement
☐Definitive Additional Materials
☐Soliciting Material under §240.14a-12

Five9, Inc.

(Name of Registrant as Specified In Its Charter)

n/a

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

Payment of Filing Fee (Check the appropriate box):

xNo fee required.
oFee paid previously with preliminary materials.
oFee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

FIVE9, INC., 3001 Bishop Drive, Suite 350, San Ramon, CA 94583

Dear Stockholder:

I am pleased to invite you to attend Five9, Inc.’s 2024 Annual Meeting of Stockholders, to be held on May 14, 2024 (the “Annual Meeting”). The meeting will begin promptly at 8:30 a.m. Pacific Daylight Time virtually over the Internet atwww.virtualshareholdermeeting.com/FIVN2024. Instructions on how to participate in the Annual Meeting and demonstrate proof of stock ownership are posted atwww.proxyvote.com. The webcast of the Annual Meeting will be archived for one year after the date of the Annual Meeting atwww.virtualshareholdermeeting.com/FIVN2024. Only stockholders who held stock at the close of business on the record date, March 18, 2024, may vote at the Annual Meeting, including any adjournment or postponement thereof.

Details regarding the business to be conducted at the Annual Meeting are more fully described in the accompanying Notice of Annual Meeting of Stockholders and Proxy Statement. We encourage you to carefully read these materials, as well as our Annual Report to Stockholders.

We are acting under a U.S. Securities and Exchange Commission rule that allows companies to furnish their proxy materials over the Internet rather than in paper form. Consequently, stockholders will not receive paper copies of our proxy materials unless they specifically request them. We believe that this delivery process will reduce our environmental impact and lower the costs of printing and distributing our proxy materials. We believe that we can achieve these benefits with no impact on our stockholders’ timely access to this important information.

Your vote is important. Whether or not you expect to attend the Annual Meeting, please vote by telephone or the Internet according to the instructions on your proxy card or in the Notice of Internet Availability of Proxy Materials (the “Notice”) or request a proxy card from us by email at ir@five9.com and complete, date, sign, and return your proxy card in the envelope provided, in each such case, as soon as possible to ensure that your shares will be represented and voted at the Annual Meeting. Even if you have voted by proxy, you may still vote through our virtual web conference if you attend the Annual Meeting.

On behalf of the Board of Directors, thank you for your continued interest and support.

Sincerely,

Michael Burkland

Chairman of the Board and Chief Executive Officer

San Ramon, California

April 1, 2024

FIVE9, INC., 3001 Bishop Drive, Suite 350, San Ramon, CA 94583

To Our Stockholders
Notice Of Annual Meeting Of StockholdersDate:May 14, 2024Time:8:30 a.m. PDTPlace: Virtually over the InternetYou are cordially invited to attend the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of Five9, Inc., a Delaware corporation (the “Company”). The meeting will be held on May 14, 2024 at 8:30 a.m. Pacific Daylight Time virtually over the Internet at www.virtualshareholdermeeting.com/FIVN2024 for the following purposes:
To elect the two (2) members of the Board of Directors identified in the accompanying proxy statement to serve until the 2027 annual meeting of stockholders of the Company or until their successors have been duly elected and qualified.
To hold a non-binding, advisory vote to approve named executive officer compensation.
To hold an advisory vote on the frequency of advisory votes to approve executive compensation.
To ratify the appointment by the Audit Committee of the Board of Directors of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024.
To transact any other business properly brought before the meeting or any adjournment thereof.
YOUR VOTE IS IMPORTANT
Please vote by telephone or Internet as set forth in the Notice, or request a proxy card from us by email at ir@five9.com and date and sign the proxy card and return it at your earliest convenience in the postage-prepaid return envelope provided so that your shares may be voted.These items of business are more fully described in the Proxy Statement.The record date for the 2024 Annual Meeting is March 18, 2024. Only stockholders of record at the close of business on that date may vote at the meeting or any adjournment thereof. The Company’s list of stockholders as of March 18, 2024 will be available for inspection for 10 days prior to the Annual Meeting. If you want to inspect the stockholder list, email our Investor Relations department at ir@five9.com. In addition, the list of stockholders will also be available during the Annual Meeting through the meeting website for those stockholders who choose to attend.By Order of the Board of DirectorsKimberly LytikainenChief Legal Officer, Chief Compliance Officer & SecretarySan Ramon, CaliforniaApril 1, 2024

Whether or not you expect to attend the Annual Meeting, please vote over the telephone or the Internet as instructed in these materials, or request a proxy card from the Company by email at ir@five9.com and complete, date, sign and return the proxy card in the envelope provided, in each case as promptly as possible in order to ensure your representation at the Annual Meeting. A return envelope (which is postage prepaid if mailed in the United States) will be provided to you if you email a request for a proxy card to the Company atir@five9.com. Even if you have voted by proxy, you may still vote through our virtual web conference if you attend the Annual Meeting. Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote at the Annual Meeting, you must obtain a proxy issued in your name from that record holder.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON MAY 14, 2024.

The Proxy Statement and Annual Report to Stockholders are available athttp://investors.five9.com and www.proxyvote.com.

Table of Contents

Page
Questions And Answers About This Proxy Material And Voting1
Proposal No. 1 – Election Of Directors9
Information Regarding the Nominees10
Information Regarding Other Directors Continuing in Office11
Corporate Governance15
Director Independence15
Board Leadership Structure15
Risk Oversight Management15
Information Regarding the Board of Directors and its Committees16
Audit Committee16
Compensation Committee17
Compensation Committee Interlocks and Insider Participation17
Nominating and Governance Committee18
Meetings of the Board of Directors22
Diversity of Executive Leadership Team and Board22
Code of Business Conduct24
Stockholder Communications with the Board of Directors24
Attendance at Annual Meeting of Stockholders by the Board of Directors24
Director Compensation24
Employees and Human Capital Resources27
Proposal No. 2 – Advisory Vote to Approve Named Executive Officer Compensation30
Proposal No. 3 – Advisory Vote On The Frequency Of Votes to Approve Executive Compensation31
Proposal No. 4 – Ratification Of Appointment Of Independent Registered Public Accounting Firm32
Independent Registered Public Accounting Firm’s Fees32
Pre-Approval Policies and Procedures32
Audit Committee Report33
Executive Officers34
Security Ownership Of Certain Beneficial Owners And Management36
Delinquent Section 16(a) Reports39
Page
Executive Compensation40
Compensation Committee Report40
Compensation Discussion and Analysis40
Summary Compensation Table59
Grants of Plan-Based Awards61
Outstanding Equity Awards at December 31, 202362
Option Exercises and Stock Vested65
Potential Payments upon Termination or Change in Control66
CEO Pay Ratio68
Pay versus Performance68
Equity Compensation Plan Information75
Transactions With Related Persons76
Delivery Of Documents To Stockholders Sharing An Address77
Other Matters79
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.