Snowflake Inc
For the period ended Jan 31, 2024. Filed May 22, 2024.
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Jan 31, 2024 · Filed May 22, 2024
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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: | |
|---|---|
| ☐ | 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 |
SNOWFLAKE 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. |
Dear fellow Stockholders,
Snowflake’s fiscal year ended January 31, 2024 marked another strong period for Snowflake. Our advancements as the preeminent AI Data Cloud continued to enable our customers around the world to transform their businesses and serve their customers better than ever before. This led to Snowflake delivering $2.8 billion of revenue, representing 36% growth year-over-year.
In February of this year, I became the new CEO of Snowflake. I am honored to take over the reins from our Chairman Frank Slootman who oversaw five years of exceptional growth. Frank leaves Snowflake in my hands with a strong foundation, setting the stage for what promises to be a new era of growth driven by data and AI.
A NEW ERA FOR ENTERPRISE AI
For the last 50 years, everyone has lived by the rigid, frustrating rules that computers and programmers set for us. Generative AI is changing that – it has never been easier to understand, easier to build, and easier to reinvent – and we’re just getting started.
Snowflake’s mission is to eliminate complexity for our customers so they can focus on the future of their business and stay ahead. Our AI Data Cloud platform and world-leading products have positioned us as a leader in our industry for many years, helping customers steadily eliminate limits to data, users, workloads, applications, and new forms of intelligence. Our commitment to maintaining our leadership position has never been stronger.
What made us so successful now enables enterprises and businesses of all sizes to leverage AI in an easy, efficient and trusted way. Snowflake is the platform on which enterprise AI is being built.
Many of our thousands of customers – some of the largest companies in the world – are already counting on Snowflake as the data foundation of their AI strategies. Companies like Capital One, Comcast, FOX, Goldman Sachs, Petco, and State Street and many-many more are leveraging Snowflake’s platform to drive their business.
With recent milestone launches like Snowflake Arctic, a state-of-the-art open source, enterprise-grade large language model (LLM), Snowflake Cortex LLM Functions, Snowflake Copilot and snowflake-arctic-embed, our innovation pipeline is in overdrive.
Our strategic investments through M&A like Neeva and Applica, and investments via Snowflake Ventures such as Mistral AI, Reka, and Landing AI, are accelerating our AI vision, product roadmap and ecosystem.
Our partnership with NVIDIA will allow us to bring the power of AI computing to the large scale of data we support so customers will have a full-stack AI platform to transform their industries.
Snowflake is demonstrating that it has both the commitment as well as the capability to be at the leading edge of data and AI. We have a unique opportunity ahead of us to deliver a profound long-term impact, not just on our customers’ businesses but on their entire industries. We are dedicated to delivering on this promise in the months and years to come.
Sridhar Ramaswamy
CEO, Snowflake
NOTICE OF ANNUAL
MEETING OF STOCKHOLDERS
To Be Held on July 2, 2024
Dear Stockholder:
We are pleased to invite you to virtually attend the 2024 Annual Meeting of Stockholders (Annual Meeting) of Snowflake Inc., a Delaware corporation (Snowflake). The Annual Meeting will be held virtually, via live audio webcast at www.virtualshareholdermeeting.com/SNOW2024 on Tuesday, July 2, 2024 at 10:00 a.m., Mountain Time. The virtual format of the Annual Meeting allows us to preserve stockholder access while saving time and money for both us and our stockholders. You will be able to vote and submit questions during the Annual Meeting, and we encourage you to attend online and participate.
The Annual Meeting will be held for the following purposes, which are more fully described in the accompanying materials:
| 1 | To elect the three nominees for Class I directors named in the accompanying proxy statement (Proxy Statement), each to hold office until our Annual Meeting of Stockholders in 2027 and until his or her successor is duly elected and qualified, or until his or her earlier death, resignation, or removal; |
| 2 | To approve, on a non-binding advisory basis, the compensation of our named executive officers, as disclosed in the Proxy Statement (commonly referred to as “say-on-pay”); |
| 3 | To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending January 31, 2025; |
| 4 | To consider and vote on, if properly presented at the Annual Meeting, a non-binding stockholder proposal requesting the declassification of our board of directors; and |
| 5 | To conduct any other business properly brought before the Annual Meeting or any adjournment, continuation, or postponement thereof. |
We have elected to provide internet access to our proxy materials for our Annual Meeting, which include the Proxy Statement, in lieu of mailing printed copies. Providing our Annual Meeting materials via the internet reduces the costs associated with our Annual Meeting and lowers our environmental impact, all without negatively affecting our stockholders’ ability to timely access our Annual Meeting materials.
On or about May 22, 2024, we expect to mail to our stockholders a Notice of Internet Availability of Proxy Materials (Notice) containing instructions on how to access the Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended January 31, 2024 (2024 Annual Report). The Notice provides instructions on how to vote online and how to receive a paper copy of the proxy materials by mail and vote by completing and mailing a proxy card or by telephone. The Proxy Statement and our 2024 Annual Report can be accessed directly at the internet address www.proxyvote.com using the control number located on the Notice, on your proxy card, or in the instructions that accompanied your proxy materials.
Our board of directors has fixed the close of business on May 7, 2024 as the record date for the Annual Meeting. Only stockholders of record at the close of business on the record date are entitled to receive notice of and virtually attend and vote at (or appoint their proxy holders to attend and vote at) the Annual Meeting or any adjournment, continuation, or postponement thereof. Such stockholders and their proxy holders may attend the Annual Meeting by going to www.virtualshareholdermeeting.com/SNOW2024 and logging on using the 16-digit control number located on the Notice, proxy card, or in the instructions accompanying the proxy materials.
By Order of the Board of Directors
Sridhar Ramaswamy
Chief Executive Officer
Your vote is important. Whether or not you plan to virtually attend the Annual Meeting, please ensure that your shares are voted at the Annual Meeting by signing and returning a proxy card or voting instruction form, or by using our internet or telephonic voting system. Even if you have voted by proxy, you may still vote online if you attend the Annual Meeting.
| OUR ADDRESSSuite 3A, 106 East Babcock Street, Bozeman, Montana 59715 | VIRTUAL MEETINGIf you held shares of our common stock at the close of business on May 7, 2024, you are invited to virtually attend the Annual Meeting at www.virtualshareholdermeeting.com/SNOW2024 and vote on the proposals described in the accompanying Proxy Statement. |
TABLE OF
CONTENTS
| PAGE | |
|---|---|
| General Information | 1 |
| Questions and Answers | 2 |
| The Board of Directors and Corporate Governance | 10 |
| Director Compensation | 25 |
| Proposal One - Election of Directors | 29 |
| Proposal Two - Non-Binding Advisory Vote on the Compensation of our Named Executive Officers | 30 |
| Proposal Three - Ratification of Independent Registered Public Accounting Firm | 31 |
| Report of the Audit Committee of the Board of Directors | 33 |
| Proposal Four - Stockholder Proposal to Declassify Our Board of Directors | 34 |
| Executive Officers | 37 |
| Executive Compensation | 39 |
| Compensation Discussion and Analysis | 39 |
| Report of the Compensation Committee of the Board of Directors | 55 |
| Summary Compensation Table | 56 |
| Chief Executive Officer Pay Ratio | 64 |
| Pay Versus Performance | 65 |
| Security Ownership of Certain Beneficial Owners and Management | 71 |
| Transactions with Related Persons | 75 |
| Householding of Proxy Materials | 77 |
| Other Matters | 78 |
| Appendix A | 79 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.