Freshworks Inc.
For the period ended Dec 31, 2024. Filed Apr 17, 2025.
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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.
Dec 31, 2024 · Filed Apr 17, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
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
Freshworks 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):
☒ No fee required.
☐ Fee paid previously with preliminary materials.
☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.
NOTICE OF 2025 ANNUAL MEETING OF STOCKHOLDERS
NOTICE IS HEREBY GIVEN that Freshworks Inc. (“Freshworks” or the “Company”) will hold its 2025 Annual Meeting of Stockholders (the “Annual Meeting”) on Thursday, June 5, 2025 at 9:00 a.m. Pacific Time. The Annual Meeting will be a virtual stockholder meeting, conducted via audio webcast, through which you can submit questions and vote online. The Annual Meeting can be accessed by visiting www.virtualshareholdermeeting.com/ FRSH2025 and entering your 16-digit control number (included on the Notice of Internet Availability of Proxy Materials, proxy card or on the instructions that accompanied your proxy materials mailed to you).
The record date for the Annual Meeting is April 9, 2025. Only stockholders of record at the close of business on that date may vote at the Annual Meeting or any adjournment thereof. Stockholders will be asked to vote on the following matters at the Freshworks Annual Meeting, which are more fully described in the proxy statement for our Annual Meeting (the “Proxy Statement”) accompanying this notice:
To elect three Class I directors, Johanna Flower, Randy Gottfried, and Barry Padgett, each to hold office until the 2028 Annual Meeting of Stockholders and until his or her successor is duly elected and qualified or until his or her earlier death, resignation, or removal; and
To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025.
We also intend to transact such other business as may be properly brought before the Annual Meeting and any adjournment or postponement thereof.
Your vote is important. Whether or not you plan to attend the Annual Meeting, we hope you will vote as soon as possible. For specific instructions on how to vote your shares, please refer to Questions and Answers about these Proxy Materials and Voting beginning on page 2 of the Proxy Statement.
By order of the Board of Directors,
/s/ Pamela Sergeeff
Pamela Sergeeff
Chief Legal Officer, General Counsel and Corporate Secretary
April 17, 2025
Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held on June 5, 2025:The Notice of Annual Meeting of Stockholders, Proxy Statement and Annual Report are available at www.proxyvote.com
TABLE OF CONTENTS
| QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING | 2 |
|---|---|
| INFORMATION REGARDING OUR BOARD OF DIRECTORS AND CORPORATE GOVERNANCE | 8 |
| DIRECTOR COMPENSATION | 19 |
| PROPOSAL 1 - ELECTION OF DIRECTORS | 22 |
| PROPOSAL 2 - RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 23 |
| REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS | 25 |
| EXECUTIVE OFFICERS | 26 |
| EXECUTIVE COMPENSATION | 27 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 59 |
| TRANSACTIONS WITH RELATED PERSONS AND INDEMNIFICATION | 63 |
| HOUSEHOLDING OF PROXY MATERIALS | 64 |
| OTHER MATTERS | 65 |
| ANNEX A: RECONCILIATION OF GAAP MEASURES TO NON-GAAP MEASURES | A-1 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.