SentinelOne Inc
For the period ended Jan 31, 2024. Filed May 16, 2024.
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Jan 31, 2024 · Filed May 16, 2024
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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
Filed by the Registrantý
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))
ý Definitive Proxy Statement
¨Definitive Additional Materials
¨Soliciting Material Pursuant to §240.14a-12
(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 the appropriate box):
ý 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 2024 Annual Meeting of Stockholders
To be held virtually at 9:00 a.m., Pacific Time, on Thursday, June 27, 2024
To Stockholders of SentinelOne, Inc.:
We cordially invite you to attend the 2024 annual meeting of stockholders (the “Annual Meeting”) of SentinelOne, Inc., a Delaware corporation (the “Company”), to be held virtually on Thursday, June 27, 2024 at 9:00 a.m., Pacific Time. You may attend the Annual Meeting via live webcast, submit questions, and vote online by visitingwww.virtualshareholdermeeting.com/S2024 and entering the control number located on your proxy card or Notice of Internet Availability of Proxy Materials (the “Notice”).
We are holding the Annual Meeting for the following purposes, which are more fully described in the accompanying proxy statement:
| Items of Business: | Board’s Recommendation: | |
|---|---|---|
| 1.To elect as 2027 Class III directors, the nominees named in our proxy statement, to serve until the 2027 annual meeting of stockholders and until his or her successor is duly elected and qualified, subject to their earlier death, resignation, or removal. | ✓ | FOR ALL the director nominees |
| 2.To ratify the appointment of Deloitte & Touche LLP (“Deloitte”) as our independent registered public accounting firm for the fiscal year ending January 31, 2025. | ✓ | FOR the ratification of the appointment |
| 3.To approve, on a non-binding advisory basis, the compensation of our named executive officers. | ✓ | FOR the approval of the compensation |
| 4.To approve an amendment and restatement of our Restated Certificate of Incorporation to limit the liability of certain officers of the Company as permitted pursuant to recent amendments to the Delaware General Corporation Law (“DGCL”) | ✓ | FOR the approval of an amendment and restatement to our Restated Certificate of Incorporation |
| 5.To transact any other business that properly comes before the Annual Meeting. | ||
Our Board has fixed the close of business on May 3, 2024 as the record date for the Annual Meeting. Only stockholders of record at the close of business on May 3, 2024 are entitled to notice of, and to vote at, the Annual Meeting. Our proxy statement contains further information regarding voting rights and the matters to be voted upon.
On or about May 16, 2024 , we expect to mail to our stockholders the Notice containing instructions on how to access our proxy statement and our annual report. The Notice provides instructions on how to vote and includes instructions on how to receive a paper copy of proxy materials and annual report by mail or email.
Your vote is important. Regardless of whether you plan to attend the Annual Meeting, we encourage you to vote as soon as possible via the Internet or telephone so that your shares are represented and voted at the Annual Meeting.
Thank you for your ongoing support of, and continued interest in, SentinelOne, Inc.
Sincerely,
Tomer Weingarten
Co-Founder, President, Chief Executive Officer, and Chairman of our Board of Directors
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING TO BE HELD ON THURSDAY, JUNE 27, 2024: OUR PROXY STATEMENT AND OUR ANNUAL REPORT ARE AVAILABLE AT WWW.PROXYVOTE.COM.
TABLE OF CONTENTS
| Page | |
|---|---|
| General Information | 1 |
| Questions and Answers | 2 |
| Board of Directors and Corporate Governance | 9 |
| Corporate Responsibility and Sustainability | 19 |
| Compensation of Non-Employee Directors | 21 |
| Proposal No. 1: Election of Directors | 24 |
| Proposal No. 2: Ratification of Appointment of Independent Registered Public Accounting Firm | 25 |
| Proposal No. 3: Advisory Vote on the Compensation of Our Named Executive Officers | 27 |
| Proposal No. 4: Approval of an Amendment and Restatement of Our Restated Certificate of Incorporation | 28 |
| Executive Officers | 30 |
| Executive Compensation | 31 |
| Compensation Discussion and Analysis | 31 |
| Executive Compensation Tables | 41 |
| CEO Pay Ratio | 48 |
| Pay Versus Performance | 49 |
| Related Person Transactions | 56 |
| Security Ownership | 57 |
| Other Matters | 60 |
| Stockholder Proposal Deadlines for 2025 Annual Meeting of Stockholders | 61 |
| Appendix A: Amended and Restated Certificate of Incorporation | A-1 |
| Appendix B: Marked Copy of Amended and Restated Certificate of Incorporation | B-1 |
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