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5470 Great America Parkway
Santa Clara, California 95054
April 27, 2021
You are cordially invited to attend the 2021 Annual Meeting of Stockholders of Cloudera, Inc. (the “Annual Meeting”) on June 9, 2021 at 7:00 a.m. Pacific Time. Due to the public health impact of the coronavirus pandemic and to support the health and well-being of our stockholders and other meeting participants, the 2021 Annual Meeting will be held in a virtual meeting format only. Instructions for attending the meeting are included in the accompanying notice.
The matters expected to be acted upon at the Annual Meeting are described in the accompanying notice and proxy statement. The U.S. Securities and Exchange Commission ("SEC") rules allow companies to furnish proxy materials to stockholders over the Internet. We have elected to do so, thus reducing the environmental impact and lowering the costs of printing and distributing proxy materials without impacting your timely access to this important information. On or about April 27, 2021, we expect to mail to stockholders (other than those who previously requested printed or emailed materials on an ongoing basis) a Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”) containing instructions on how to access our proxy statement for our Annual Meeting and our 2021 Annual Report on Form 10-K. The Notice of Internet Availability also provides instructions on how to vote and includes instructions on how to receive paper copies of the proxy materials by mail, or an electronic copy of the proxy materials by email, if desired.
Your vote is important. Whether or not you plan to attend the Annual Meeting, please cast your vote as soon as possible. You can vote by proxy over the Internet by following the instructions provided in the Notice of Internet Availability or, if you requested printed proxy materials, you can vote by mail, telephone or the Internet by following the instructions on the proxy card provided to you with your printed proxy materials. Your vote by proxy will ensure your representation at the Annual Meeting regardless of whether or not you attend the meeting. You may also vote while attending the Annual Meeting via the Internet. Even if you plan to attend the Annual Meeting via the Internet, we recommend that your submit your proxy before the meeting so that your vote will be counted if you later decide not to attend the Annual Meeting.
We hope to see you at the meeting.
Chief Executive Officer
YOUR VOTE IS IMPORTANT
You are cordially invited to attend the Annual Meeting. Whether or not you plan to attend the Annual Meeting, please vote on the Internet or by telephone, or request, sign and return a proxy card to ensure that your shares are represented at the Annual Meeting. Even if you have given your proxy, you may still vote at the meeting if you attend the meeting. Please note, however, that if your shares are held of record by a broker, bank, trustee or other nominee and you wish to vote at the Annual Meeting, you must obtain from the record holder a proxy issued in your name. You may revoke a previously delivered proxy at any time prior to the Annual Meeting. You may do so automatically by voting at the Annual Meeting or by delivering to us a written notice of revocation or a duly executed proxy bearing a date later than the date of the proxy being revoked.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING TO BE HELD ON WEDNESDAY, JUNE 9, 2021
THE PROXY STATEMENT AND ANNUAL REPORT ARE AVAILABLE AT:
www.proxyvote.com and on the Investor Relations page of our website (www.cloudera.com) at
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
April 27, 2021
Time and Date:
Wednesday, June 9, 2021 at 7:00 a.m. Pacific Time
How to attend:
Go to the website above beginning at 6:45a.m. Pacific Time on June 9, 2021
On the "Shareholder Login" screen, enter the 16 digit control number on the notice or proxy card you received.
Items of Business:
The election of three Class I directors to serve on our board of directors, each to serve until our annual meeting of stockholders to be held in 2024 and until his or her successor is elected and qualified, or until his or her earlier death, resignation, disqualification or removal.
Ratification of the appointment of our independent registered public accounting firm, Ernst & Young LLP, for the fiscal year ending January 31, 2022.
Holding a non-binding advisory vote on the compensation paid by us to our named executive officers as disclosed in this proxy statement.
Transaction of any other business as may properly come before the Annual Meeting or any adjournment or postponement of the Annual Meeting.
Only stockholders of record of our common stock at the close of business on April 12, 2021 are entitled to notice of, and to vote at, the Annual Meeting or any adjournments or postponements thereof.
For questions regarding your stock ownership, you may contact us through our website at https://investors.cloudera.com or, if you are a registered holder, our transfer agent, American Stock Transfer & Trust Company, LLC, through its website at www.astfinancial.com or by phone at (800) 937-5449.
This notice of the Annual Meeting, proxy statement and form of proxy are being distributed and made available on or about April 27, 2021.
Whether or not you plan to attend the Annual Meeting, we encourage you to read the proxy statement and to vote as soon as possible by proxy over the Internet by following the instructions provided in the Notice of Internet Availability, or, if you requested printed proxy materials, by mail, telephone or the Internet by following the instructions on the proxy card provided to you with your printed proxy materials so that your shares may be represented at the meeting. For specific instructions on how to vote your shares, please refer to the section entitled “General Proxy Information” in the proxy statement and the instructions on the Notice of Internet Availability of Proxy Materials.
By Order of the Board of Directors,
Chief Legal Officer and Corporate Secretary
Santa Clara, California
April 27, 2021
PROXY STATEMENT FOR 2021 ANNUAL MEETING OF STOCKHOLDERS
PROXY STATEMENT FOR THE 2021 ANNUAL MEETING OF STOCKHOLDERS
INFORMATION ABOUT SOLICITATION AND VOTING
This proxy statement is being furnished to the stockholders of Cloudera, Inc. (“Cloudera,” “we,” “us,” “our,” or the “Company”), a Delaware corporation, in connection with the solicitation of proxies by our board of directors for use at the annual meeting of stockholders to be held virtually on June 9, 2021 at 7:00 a.m. Pacific Time (the “Annual Meeting”), and at any adjournments or postponements thereof. At the Annual Meeting, holders of our common stock will be asked to vote upon:
(i) the election of three Class I directors to serve until the annual meeting of stockholders to be held in 2024 or until their successors are duly elected and qualified;
(ii) the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending January 31, 2022; and
(iii) a non-binding advisory vote on the compensation of our named executive officers.
In addition, stockholders may be asked to consider and vote upon such other business as may properly come before the Annual Meeting or before any adjournments or postponements thereof.
The Notice of Internet Availability of Proxy Materials and this proxy statement for the Annual Meeting and the accompanying form of proxy were first distributed and made available on the Internet to stockholders on or about April 27, 2021. An annual report for the fiscal year ended January 31, 2021 is available with this proxy statement by following the instructions in the Notice of Internet Availability of Proxy Materials.
INTERNET AVAILABILITY OF PROXY MATERIALS
In accordance with SEC rules, we are using the Internet as our primary means of furnishing proxy materials to stockholders. Consequently, most stockholders will not receive paper copies of our proxy materials. We will instead send these stockholders a Notice of Internet Availability of Proxy Materials with instructions for accessing the proxy materials, including our proxy statement and annual report, and voting via the Internet. The Notice of Internet Availability of Proxy Materials also provides information on how stockholders may obtain paper copies of our proxy materials if they so choose. We believe this rule makes the proxy distribution process more efficient, less costly, and helps in conserving natural resources.
GENERAL INFORMATION ABOUT THE MEETING
You are receiving this proxy statement because our board of directors is soliciting your proxy to vote your shares at the Annual Meeting with respect to the proposals described in this proxy statement. This proxy statement includes information that we are required to provide to you pursuant to the rules and regulations of the SEC and is designed to assist you in voting your shares.
Record Date; Outstanding Shares; Quorum
Only holders of record of our common stock at the close of business on the record date, which is April 12, 2021, will be entitled to notice of and to vote at the Annual Meeting. As of the close of business on the record date, there were 293,978,815 shares of our common stock outstanding and entitled to vote, held of record by approximately 89 stockholders.
Pursuant to our bylaws, the holders of a majority of the voting power of the shares of common stock issued and outstanding and entitled to vote at the Annual Meeting, present in person or represented by proxy, will constitute a quorum for the transaction of business. Each of our stockholders is entitled to one vote for each outstanding share of common stock held as of the record date on each matter properly submitted to the stockholders for their vote. For at least ten days prior to the Annual Meeting, a complete list of stockholders entitled to vote at the Annual Meeting will be available upon written request by any stockholder for any purpose germane to the meeting. Requests should be sent to Cloudera, Inc. at firstname.lastname@example.org. The stockholder list will also be available during the Annual Meeting for those with a control number at www.virtualshareholdermeeting.com/CLD2021.
Attending the Meeting
Our Annual Meeting will be a virtual meeting. To attend, go to www.virtualshareholdermeeting.com/CLD2021 and follow the instructions provided. You will need the control number printed on your Notice of Internet Availability of Proxy Materials or, if you requested paper materials, your proxy card, in order to join the meeting. We recommend you join the meeting 15 minutes before the meeting is scheduled to begin. If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the Virtual Shareholder Meeting log in page.
Voting Rights; Required Vote
In deciding all matters at the Annual Meeting, as of the close of business on the record date, each share of common stock represents one vote. We do not have cumulative voting rights for the election of directors. You may vote all shares owned by you as of the record date, including (1) shares held directly in your name as the stockholder of record and (2) shares held for you as the beneficial owner in street name through a broker, bank, trustee, or other nominee, as set forth below.
Stockholder of Record: Shares Registered in Your Name.
If, on the record date, your shares were registered directly in your name with our transfer agent, American Stock Transfer & Trust Company, LLC, then you are considered the stockholder of record with respect to those shares. As a stockholder of record, you may vote at the Annual Meeting or vote through the Internet or, if you request or receive paper proxy materials, by telephone or by filling out and returning the proxy card.
Beneficial Owner: Shares Registered in the Name of a Broker or Nominee.
If, on the record date, your shares were held in an account with a brokerage firm, bank or other nominee, then you are the beneficial owner of the shares held in street name. As a beneficial owner, you have the right to direct your nominee on how to vote the shares held in your account, and your nominee has enclosed or provided voting instructions for you to use in directing it on how to vote your shares. However, the organization that holds your shares is considered the stockholder of record for purposes of voting at the Annual Meeting. Because you are not the stockholder of record, you may not vote your shares at the Annual Meeting unless you request and obtain a valid proxy from the organization that holds your shares giving you the right to vote the shares at the Annual Meeting.
Director elections are determined by a plurality of votes of the shares of common stock present in person or represented by proxy at the Annual Meeting and entitled to vote on the election of directors, which means that the three properly nominated individuals receiving the highest number of “FOR” votes will be elected. You may vote “FOR ALL” nominees, “WITHHOLD ALL” your vote with respect to all nominees, or vote “FOR ALL EXCEPT” one or any of the nominees you specify. For ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending January 31, 2022, and the non-binding advisory vote to approve the compensation of our named executive officers, you can vote either “FOR,” “AGAINST,” or “ABSTAIN” from voting, and approval for each proposal will be obtained if the number of votes cast “FOR” the proposal at the Annual Meeting exceeds the number of votes “AGAINST” the proposal.
Effect of Abstentions
If an executed proxy is returned and the stockholder has specifically abstained from voting on any matter, the shares represented by such proxy will be considered present at the Annual Meeting for purposes of determining a quorum, but will not be considered to have been voted for or against such matter. As such, an abstention will have no effect on Proposal No. 1 (election of directors), Proposal No. 2 (the vote for the ratification of our independent registered public accounting firm, Ernst & Young LLP, for the year ending January 31, 2022) or Proposal No. 3 (the non-binding advisory vote on compensation to our named executive officers).
Effect of “Broker Non-Votes”
If your shares are held by your broker, bank or other agent as your nominee (that is, in “street name”), you will need to obtain a voting form from the institution that holds your shares and follow the instructions included on that voting form regarding how to instruct your broker, bank or other agent to vote your shares. If you do not give instructions to your broker, bank or other agent, they can vote your shares with respect to “discretionary” items, but not with respect to “non-discretionary” items. Discretionary items are proposals considered “routine” on which your broker, bank or other agent may vote shares held in street name in the absence of your voting instructions, such as Proposal No. 2 (the vote for ratification of our independent registered public accounting firm, Ernst & Young LLP, for the year ending January 31, 2022). On non-discretionary items, such as Proposal Nos. 1 and 3 (the vote for the election of directors, and the non-binding advisory vote on compensation to our named executive officers), if you do not give instructions to your broker, bank or other agent, the shares will not be voted and will be treated as broker non-votes.
If an executed proxy is returned by a broker, bank or other agent holding shares in street name that indicates that the broker does not have discretionary authority as to certain shares to vote on a proposal (“broker non-votes”), such shares will be considered present at the Annual Meeting for purposes of determining a quorum on all proposals, but will not be considered to be entitled to vote on such non-routine proposals. Because broker non-votes are not voted affirmatively or negatively, they will have no effect on the outcome of any of the proposals for the Annual Meeting.
Recommendations of Our Board of Directors on Each of the Proposals Scheduled to be Voted on at the Annual Meeting
Our board of directors recommends that you vote “FOR ALL” of the Class I director nominees named in this proxy statement (“Proposal No. 1”), “FOR” the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending January 31, 2022 (“Proposal No. 2”), and “FOR” the approval on a non-binding advisory basis of the compensation of our named executive officers, as disclosed in this proxy statement (“Proposal No. 3”). None of our directors or executive officers has any substantial interest in any matter to be acted upon, other than Proposal No. 3 and elections to office with respect to the directors so nominated.
Voting Instructions; Voting of Proxies
If you are a stockholder of record, you may:
vote in person
—stockholders who attend the Annual Meeting may vote in person;
vote through the Internet or, if you received printed proxy materials, by telephone
—in order to do so, please follow the instructions on your Notice of Internet Availability or, if you received printed proxy materials, your proxy card; or
if you received printed proxy materials, vote by mail
—if you receive a paper proxy card, simply complete, sign and date the proxy card provided and promptly return it in the envelope provided or, if the envelope is missing, please mail your completed proxy card to Vote Processing, c/o Broadridge Financial Solutions, Inc., 51 Mercedes Way, Edgewood, New York 11717. Your completed, signed and dated proxy card must be received prior to the Annual Meeting.
Proxy votes that are submitted through the Internet or by telephone must be received by 11:59 p.m. Eastern Time on June 8, 2021. Submitting your proxy vote through the Internet, by telephone or by mail will not affect your right to vote at the meeting should you decide to attend the Annual Meeting via the internet.
If you are not the stockholder of record, please refer to the voting instructions provided by your nominee to direct your nominee on how to vote your shares.
For Proposal No. 1, you may vote “FOR ALL” of the nominees, “WITHHOLD ALL” your vote with respect to all the nominees, or vote “FOR ALL EXCEPT” one or any of the nominees you specify. For Proposal No. 2, you may vote “FOR” or “AGAINST” or “ABSTAIN” from voting. For Proposal No. 3, you may vote “FOR” or “AGAINST” or “ABSTAIN” from voting. Your vote is important. Whether or not you plan to attend the Annual Meeting, we urge you to vote by proxy to ensure that your vote is counted.
All properly submitted proxies will be voted in accordance with the instructions specified. If you sign a paper proxy card and return it without instructions as to how your shares should be voted on a particular proposal at the Annual Meeting, or if you vote by proxy over the Internet but do not mark the boxes showing how you wish to vote on a particular proposal at the Annual Meeting, your shares will be voted in accordance with the recommendations of our board of directors stated above.
If you do not vote and you hold your shares in street name, and your broker does not have discretionary power to vote your shares, your shares may constitute “broker non-votes” (as described above) and will not be counted in determining the number of shares necessary for approval of the proposals. However, shares that constitute broker non-votes will be counted for the purpose of establishing a quorum for the Annual Meeting.
If you received or requested printed proxy materials and you receive more than one proxy card, it means your shares are registered in more than one name or are registered in different accounts. To make certain all of your shares are voted, please follow the instructions included on each proxy card and vote each proxy card through the Internet, by telephone, or by mail.
We strongly recommend that you vote your shares in advance of the meeting as instructed above, even if you plan to attend the Annual Meeting.
Solicitation of Proxies and Expenses
We will pay the expenses of soliciting proxies, including preparation, assembly, printing and mailing of the Notice of Internet Availability of Proxy Materials, this proxy statement, proxy cards and any other information furnished to stockholders. Following the original distribution and mailing of the soliciting materials, we and our agents, including directors, officers, and other employees, without additional compensation, may solicit proxies by mail, email, telephone, facsimile, by other similar means or in person. Following the original distribution and mailing of the soliciting materials, we will request brokers, custodians, nominees and other record holders to forward copies of the soliciting materials to persons for whom they hold shares and to request authority for the exercise of proxies. In such cases, we, upon the request of the record holders, will reimburse such holders for their reasonable expenses. If you choose to access the proxy materials or vote through the Internet, you are responsible for any Internet access charges you may incur.
Revocability of Proxies
A stockholder of record who has submitted a vote by proxy may revoke it before the proxy is exercised at the Annual Meeting by:
delivering to our Corporate Secretary by mail a written notice stating that such proxy is revoked;
signing and delivering a proxy card bearing a later date prior to the date specified for delivering proxies;
voting again through the Internet or by telephone prior to the date and time specified for voting in this manner or
attending and voting at the Annual Meeting via the Internet (although attendance at the Annual Meeting will not, by itself, revoke a proxy).
Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to revoke your vote by proxy, you must contact that firm to revoke any prior voting instructions.
Voting results will be tabulated and certified by the inspector of elections appointed for the Annual Meeting. The preliminary voting results will be announced at the Annual Meeting. The final results will be tallied by the inspector of elections and filed with the SEC in a current report on Form 8-K within four business days of the Annual Meeting.
BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD OF DIRECTORS;
CORPORATE GOVERNANCE STANDARDS AND DIRECTOR INDEPENDENCE
We are strongly committed to good corporate governance practices. These practices provide an important framework within which our board of directors and management can pursue our strategic objectives for the benefit of our stockholders.
Corporate Governance Guidelines
Our board of directors has adopted Corporate Governance Guidelines that set forth expectations for directors, director independence standards, board committee structure and functions, and other policies for the governance of the company. Our Corporate Governance Guidelines are posted on the “Investor Relations” section of our website, which is located at https://investors.cloudera.com under “Governance Documents” in the “Corporate Governance” section of our website. Our nominating and governance committee reviews the Corporate Governance Guidelines periodically, and changes are recommended to our board of directors as warranted.
Our Corporate Governance Guidelines provide that our board of directors is free to choose its chairperson in any way that it considers in the best interests of our company, in accordance with our bylaws, and that the nominating and governance committee will periodically consider the leadership structure of our board of directors and make such recommendations to our board of directors with respect thereto as the nominating and governance committee deems appropriate. Our Corporate Governance Guidelines do not require the separation of the offices of the chairperson and chief executive officer. Our board of directors believes that it should maintain flexibility in determining a board leadership structure appropriate for us from time to time.
Our board of directors currently does not have a chairperson. Our board of directors believes that we and our stockholders currently are best served not having a chairperson as this structure fosters a collaborative environment among our board. Further, we believe not having a chairperson helps ensure a strong independent and active board of directors as no single director sets and drives the agenda. While our board currently does not have a chairperson, our board will continue to evaluate whether appointing a chairperson is appropriate and may do so in the future based on the needs of the board and our stockholders.
Our board of directors believes that its independence and oversight of management is maintained effectively through this leadership structure, the composition of our board of directors, a strong committee system, and sound corporate governance policies and practices.
Our Board of Directors’ Role in Risk Oversight
Our board of directors is actively involved in the oversight of our risk management process. Our board does not have a standing risk management committee but administers this oversight function directly through the board as a whole, as well as through its standing committees that address risks inherent in their respective areas of oversight. In particular, our audit committee has the responsibility to consider and discuss our major financial risk exposures and the steps our management has taken to monitor these exposures, our compensation committee monitors and reviews with management our major compensation-related risk exposures, including whether any of our compensation policies and programs has the potential to encourage excessive risk-taking, our nominating and governance committee monitors and reviews with management our major legal compliance risk exposures and the steps management has taken to monitor or mitigate these exposures, including our procedures and related policies for with respect to risk assessment and risk management, and our board is responsible for monitoring and assessing strategic risk exposure and other risks not covered by our committees.
The full board, or the appropriate committee, receives reports on risks facing Cloudera from our Chief Executive Officer or other members of management to enable it to understand our risk identification, risk management and risk mitigation strategies. We believe that our board’s leadership structure supports effective risk management because it allows the independent directors at the board level and on our committees to exercise oversight over management.
Independence of Directors
Our common stock is listed on the New York Stock Exchange (“NYSE”). The listing rules of this stock exchange generally require that a majority of the members of a listed company’s board of directors be independent within specified periods following the completion of an initial public offering. In addition, the listing rules generally require that, subject to specified exceptions, each member of a listed company’s audit, compensation and governance committees be independent. Audit committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In order to be considered independent for purposes of Rule 10A-3, a member of an audit committee of a listed company may not, other than in his or her capacity as a member of the audit committee, the board of directors, or any other board committee, accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the listed company or any of its subsidiaries, or be an affiliated person of the listed company or any of its subsidiaries. Compensation committee members must also satisfy the independence criteria as required by Rule 10C-1 under the Exchange Act.
Our board of directors conducts a review of the independence of our directors at least annually, taking into account relevant facts and circumstances. In the year ended January 31, 2021 (“Fiscal Year 2021”), all of our directors were independent during the time of his or her service on our board of directors except for Mr. Bearden, our Chief Executive Officer.
In its most recent review, our board of directors considered, among other things, the relationships that each non-employee director has with our company and all other facts and circumstances our board of directors deemed relevant in determining their independence, including the beneficial ownership of our capital stock by each non-employee director and the transactions involving them described below under
“Certain Relationships and Related Party Transactions.”
In particular, our board of directors considered Ms. Schooler’s service as Corporate Vice President and General Manager of Data Center Sales of Intel Corporation (“Intel”), Mr. Stankey’s service as Vice Chairman of Workday, Inc. and as a director of Okta, Inc., and Mr. Cormier’s service as an executive officer at Red Hat, Inc. (now a subsidiary of IBM, a strategic partner), to each of which companies we have sold and purchased products and services in the ordinary course of business on arm’s-length-terms. Following this review, our board of directors has determined that none of the members of our board of directors other than Mr. Bearden has a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director, and that each of the members of our board of directors other than Mr. Bearden is “independent” under the applicable rules, regulations, and listing standards of NYSE and the applicable rules and regulations promulgated by the SEC. Our board of directors has also determined that all members of our audit committee, compensation committee, and nominating and governance committee are independent and satisfy the relevant SEC and NYSE independence requirements for such committees.
Committees of the Board of Directors
Our board of directors has established an audit committee, a compensation committee, a nominating and governance committee, and a mergers and acquisitions committee. The mergers and acquisitions committee was established during Fiscal Year 2021 to oversee various proposed strategic transactions. The composition and responsibilities of each other committee are described below. Copies of the charters for each committee are available, without charge, upon request in writing to Cloudera, Inc., 5470 Great America Parkway, Santa Clara, California 95054, Attn: Legal Department, or in the “Investor Relations” section of our website, which is located at https://investors.cloudera.com, by clicking on “Governance Documents” in the “Corporate Governance” section of our website. Members serve on these committees until their resignations or until otherwise determined by the board of directors.
The following directors served on our audit committee during Fiscal Year 2021: Mr. Klausmeyer, who is the chair of the audit committee, and Messrs. Fenton and Stankey. The composition of our audit committee meets the requirements for independence under the current NYSE listing standards and SEC rules and regulations. Each member of our audit committee is financially literate and is independent, as determined by our board of directors pursuant to the rules of the NYSE. In addition, our board of directors has determined that Mr. Klausmeyer is an “audit committee financial expert” within the meaning of Item 407(d) of Regulation S-K of the Securities Act of 1933, as amended (the “Securities Act”).
All audit services to be provided to us and all permissible non-audit services to be provided to us by our independent registered public accounting firm will be approved in advance by our audit committee. Our board of directors adopted a charter for our audit committee. Our audit committee, among other things:
selects a firm to serve as the independent registered public accounting firm to audit our financial statements;
helps to ensure the independence of the independent registered public accounting firm;
discusses the scope and results of the audit with the independent registered public accounting firm, and reviews, with management and our independent accountant, our interim and year-end operating results;
develops procedures for employees to anonymously submit concerns about questionable accounting or audit matters;
oversees the internal audit function; and
considers the adequacy of our internal accounting controls and audit procedures.
The following directors served on our compensation committee during Fiscal Year 2021: Messrs. Cormier, Hu, Stankey and Graziano, each of whom during the time he served was an independent director under NYSE listing standards and SEC rules and regulations. Mr. Graziano's service on the compensation committee ceased, and Mr. Hu's service began, on January 7, 2021. Our compensation committee is currently comprised of Mr. Stankey, who is the chair of the compensation committee, and Messrs. Cormier and Hu. The composition of our compensation committee meets the requirements for independence under current NYSE listing standards and SEC rules and regulations. Each member of this committee is a non-employee director, as defined pursuant to Rule 16b-3 promulgated under the Exchange Act. The purpose of our compensation committee is to discharge the responsibilities of our board of directors relating to compensation of our executive officers. Our board of directors adopted a charter for our compensation committee. Our compensation committee, among other things:
reviews and determines the compensation of our executive officers and recommends to our board of directors the compensation for our directors;
administers our stock and equity incentive plans;
reviews and makes recommendations to our board of directors with respect to incentive compensation and equity plans; and
establishes and reviews general policies relating to compensation and benefits of our employees.
The charter for our compensation committee allows the committee from time to time to delegate its authority to subcommittees and to our Chief Executive Officer (either alone or acting together with one or more other Cloudera officers), as the committee may deem necessary or appropriate. Our compensation committee approved the establishment of our equity incentive committee consisting of our Chief Executive Officer and authorized the delegation of certain authority to our Chief Executive Officer to review and approve equity grants, subject to certain limitations, to non-executive officer employees.
Nominating and Governance Committee
The following directors served on our nominating and governance committee during Fiscal Year 2021: Mr. Lynn, who is the Chair of the committee, Mr. Klausmeyer and Ms. Schooler, each of whom was determined to be an independent director under the NYSE listing standards and SEC rules and regulations. The composition of our nominating and governance committee meets the requirements for independence under the current NYSE listing standards and SEC
rules and regulations. Our board of directors adopted a charter for our nominating and governance committee. Our nominating and governance committee, among other things:
identifies, evaluates and recommends nominees to our board of directors and committees of our board of directors;
conducts searches for appropriate directors;
evaluates the performance of our board of directors and of individual directors;
considers and makes recommendations to the board of directors regarding the composition of the board of directors and its committees;
reviews developments in corporate governance practices;
evaluates the adequacy of our corporate governance practices and reporting; and
makes recommendations to our board of directors concerning corporate governance matters.
Compensation Committee Interlocks and Insider Participation
Since February 1, 2020, the following members or former members of our board of directors have at one time been members of our compensation committee: Messrs. Cormier, Hu, Stankey and Graziano. None of them had in Fiscal Year 2021 or at any other time been an officer or employee of ours or any of our subsidiaries while serving on our compensation committee, and none had or has any relationships with us that are required to be disclosed under Item 404 of Regulation S-K. During Fiscal Year 2021, none of our executive officers served as a member of the board of directors, or as a member of the compensation or similar committee, of any entity that has one or more executive officers who served on our board of directors or compensation committee.
and Pledging Prohibitions
As part of our Insider Trading Policy, our employees (including our executive officers) and the non-employee members of our board of directors are prohibited from: (i) engaging in transactions involving options or other derivative securities on our securities, such as puts and calls, whether on an exchange or in any other market; (ii) engaging in hedging or monetization transactions involving our securities, such as zero-cost collars and forward sale contracts; (iii) engaging in short sales of our securities, including short sales “against the box”; and (iv) using or pledging our securities as collateral in a margin account or as collateral for a loan unless the pledge has been approved by our Compliance Officer.
Board and Committee Meetings and Attendance
Our board of directors had 11 meetings during Fiscal Year 2021; the audit committee held seven meetings; the compensation committee held four meetings; the nominating and governance committee held three meetings; and the mergers and acquisitions committee held two meetings. During Fiscal Year 2021, each incumbent director attended at least 75% of the aggregate number of meetings of the board of directors and of the aggregate number of meetings of all the committees on which he or she served that were held during the period in which such director served during Fiscal Year 2021.
Board Attendance at Annual Stockholders’ Meeting
We encourage directors to attend our annual meetings of stockholders but do not require attendance. All eight of our then-serving members of our board of directors attended the 2020 annual meeting of stockholders.
Presiding Director for Meetings of our Non-Employee Directors
The non-employee directors meet in regularly scheduled executive sessions without management to promote open and honest discussion. Pursuant to our corporate governance guidelines, these sessions currently are led by a director selected by a majority of the independent directors or, if no selection is made, by the chair of our Nominating and Governance Committee.
Communications with Directors
Stockholders and interested parties who wish to communicate with our board of directors, non-management members of our board of directors as a group, a committee of our board of directors or a specific member of our board of directors may do so by letters addressed to the attention of our Corporate Secretary.
All communications are reviewed by the Corporate Secretary and provided to the members of our board of directors as appropriate. Unsolicited items, sales materials, abusive, threatening or otherwise inappropriate materials and other routine items and items unrelated to the duties and responsibilities of our board of directors will not be provided to directors.
The address for these communications is:
c/o Corporate Secretary
5470 Great America Parkway
Santa Clara, California 95054
Code of Business Conduct and Ethics
The full text of our Code of Business Conduct and Ethics is posted on the “Investor Relations” section of our website, which is located at https://investors.cloudera.com, under “Governance Documents” in the “Corporate Governance” section of our website. We intend to disclose future amendments to certain provisions of our Code of Business Conduct and Ethics, or waivers of these provisions, on our website and/or in public filings.
NOMINATION PROCESS AND DIRECTOR QUALIFICATIONS
Nomination to the Board of Directors
Candidates for nomination to our board of directors are selected by our board of directors based on the recommendation of our nominating and governance committee in accordance with the committee’s charter, our certificate of incorporation and bylaws, our Corporate Governance Guidelines and criteria adopted by our board of directors regarding director candidate qualifications. In recommending candidates for nomination, the nominating and governance committee considers candidates recommended by directors, officers, employees, stockholders and others, using the same criteria to evaluate all candidates. Evaluations of candidates generally involve a review of background materials, internal discussions and interviews with selected candidates as appropriate. The committee also may engage consultants or third-party search firms to assist in identifying and evaluating potential nominees.
The nominating and governance committee will consider candidates recommended by stockholders for nomination by us for election as directors. If a stockholder would like to nominate a director candidate for the next annual meeting, the stockholder, at the time of recommendation, must be a stockholder of record who has continuously beneficially owned, on a net basis, at least one percent (1%) of our outstanding common stock for the one-year period before giving such nomination and must deliver the notice of such nomination in writing to our Secretary at our principal executive offices, together with all of the information and certifications required by our bylaws. The notice of nomination and other required materials must be submitted not less than 90 days nor more than 120 days prior to the first anniversary of the date of the immediately preceding annual meeting of stockholders.
With the goal of developing a diverse, experienced and highly-qualified board of directors, the nominating and governance committee is responsible for developing and recommending to our board of directors the desired qualifications, expertise and characteristics of members of our board of directors, including the specific minimum qualifications that the committee believes must be met by a committee-recommended nominee for membership to our board of directors and any specific qualities or skills that the committee believes are necessary for one or more of the members of our board of directors to possess.
Evaluations of candidates generally involve a review of background materials, internal discussions and interviews with selected identified candidates as appropriate. Candidates for the board of directors are generally selected based on desired skills and experience in the context of the existing composition of the board and needs of the board and its committees at that time, including the requirements of applicable SEC and NYSE rules. When considering candidates for nomination, the nominating and governance committee may take into consideration many factors including, among other things, a candidate’s independence, integrity, skills, financial and other expertise, breadth of experience, knowledge about our business or industry and ability to devote adequate time and effort to responsibilities of the board of directors in the context of its existing composition.
Although we do not maintain a specific policy with respect to board diversity, we believe that our board of directors should be a diverse
The above information was disclosed in a filing to the SEC. To see the filing, click here.
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