Doximity Inc

2024 Annual Meeting of Stockholders

The Company currently plans to hold its 2024 Annual Meeting of Stockholders (the “2024 Annual Meeting”) on August 29, 2024. The record date for determining the stockholders of record who will be entitled to vote at the 2024 Annual Meeting is close of business on July 5, 2024. The time and location of the 2024 Annual Meeting will be as set forth in the Company’s definitive proxy statement for the 2024 Annual Meeting to be filed with the Securities and Exchange Commission.

Because the scheduled date of the 2024 Annual Meeting is more than 30 days after the anniversary of the Company’s 2023 Annual Meeting of Stockholders, prior disclosed deadlines regarding the submission of stockholder proposals pursuant to Rule 14a-8 (“Rule 14a-8”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), for the 2024 Annual Meeting are no longer applicable. The Company is hereby providing notice of certain revised deadlines for the submission of stockholder proposals in connection with the 2024 Annual Meeting. In order for a stockholder proposal, submitted pursuant to Rule 14a-8, to be considered timely for inclusion in the Company’s proxy statement and form of proxy for the 2024 Annual Meeting, such proposal must be received by the Company by July 8, 2024. The Company has determined that July 8, 2024 is a reasonable time before the Company plans to begin printing and mailing its proxy materials. Therefore, in order for a stockholder to submit a proposal for inclusion in the Company’s proxy materials for the 2024 Annual Meeting, the stockholder must comply with the requirements set forth in Rule 14a-8, including with respect to the subject matter of the proposal, and must deliver the proposal and all required documentation to the Company no later than July 8, 2024. The public announcement of an adjournment or postponement of the date of the 2024 Annual Meeting will not commence a new time period (or extend any time period) for submitting a proposal pursuant to Rule 14a-8.

Generally, timely notice of any director nomination or other proposal that any stockholder intends to present at the 2024 Annual Meeting, but does not seek to have included in the proxy materials pursuant to Rule 14a-8, must have been delivered, in accordance with the Company’s bylaws, to the Corporate Secretary by written notice at the Company’s principal executive officers not earlier than February 14, 2024 and not later than the close of business on March 17, 2024 as further provided in the Proxy Statement for the 2023 Annual Meeting of Stockholders, which was filed with the Securities and Exchange Commission on June 14, 2023. Therefore, in order for a stockholder to timely submit a director nomination or other proposal that the stockholder intends to present at the 2024 Annual Meeting, the stockholder must have delivered the director nomination or proposal to the Company not earlier than February 14, 2024 and not later than the close of business on March 17, 2024.

In addition, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than our nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than May 27, 2024, as previously provided in the Proxy Statement for the 2023 Annual Meeting of Stockholders, which was filed with the Securities and Exchange Commission on June 14, 2023.

Rule 10b5-1 Trading Plans

On February 15, 2024, Mr. Tim Cabral, adirector of the Company, adopted a Rule 10b5-1 Trading Plan that is intended to satisfy the affirmative defense conditions of Securities Exchange Act Rule 10b5-1(c). Mr. Cabral’s Rule 10b5-1 Trading Plan, which has a term from February 15, 2024 to February 28, 2025, provides for the exercise and sale of 80,000 shares of common stock pursuant to a series of market orders. The plan also provides for the sale of an indeterminate number of net vested shares of common stock pursuant to a market order. On the date of the execution of Mr. Cabral’s Rule 10b5-1 Trading Plan, Mr. Cabral did not hold any net vested shares. Mr. Cabral’s net vested share amount is currently indeterminable because it will change as additional equity awards vest or shares are subsequently purchased or sold.

Other than Mr. Cabral’s adoption of the Rule 10b5-1 Trading Plans noted above, during the quarter ended March 31, 2024, none of our directors or executive officers as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934 adopted, modified orterminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K).

Change in Role for Named Executive Officer

On May 17, 2024, the duties of Craig Overpeck, SVP, Commercial Operations, were adjusted, and he is no longer acting as an executive officer for the Company for fiscal year 2025. Mr. Overpeck remains employed with the Company as an executive in its subsidiary, Curative Talent, LLC.