DEF: Amplitude 2026 Annual Meeting Proxy Statement

Amplitude, Inc. has filed its 2026 proxy statement detailing the upcoming annual meeting of stockholders scheduled for June 9, 2026.

Summary

• The 2026 Annual Meeting of Stockholders will be held virtually on June 9, 2026, at 9:00 a.m. PT.
• Stockholders of record as of April 15, 2026, are eligible to vote.
• Key proposals include the election of three Class II Directors (Pat Grady, Curtis Liu, and Catherine Wong), the ratification of KPMG LLP as the independent auditor for 2026, and an advisory vote on executive compensation.
• The company reported 103,777,440 shares of Class A common stock and 28,802,160 shares of Class B common stock outstanding as of the record date.
• The company has adopted a virtual-only meeting format to facilitate global participation.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a routine governance filing. While the company shows solid operational growth, the continued net losses and underperformance relative to the cloud index temper the overall sentiment.

Positives

• Annual recurring revenue (ARR) reached $366 million, representing 17% year-over-year growth.
• Remaining performance obligations grew 35% year-over-year to $417.7 million.
• The number of customers with over $100,000 in ARR increased by 18% to 698.
• Achieved record full-year cash flow from operations of $29.8 million and Free Cash Flow of $23.5 million.
• Strong stockholder support for executive compensation, with 98.3% of votes cast in favor during the 2025 annual meeting.

Negatives

• Non-GAAP operating income for 2025 was $1.2 million, falling short of the target level of $6.5 million.
• The company continues to report a net loss, although it is narrowing.
• The company's cumulative Total Stockholder Return (TSR) has underperformed the NASDAQ Emerging Cloud Index since 2022.

Risks

• The classified board structure (staggered three-year terms) may delay or prevent a change in management or a change in control.
• The company faces risks associated with cybersecurity, which are overseen by a dedicated Cybersecurity Committee.
• Executive compensation is subject to clawback policies in the event of financial restatements.
• The company's reliance on a land-and-expand model exposes it to risks related to customer retention and expansion rates.

Future Outlook

The company expects to continue its growth-oriented strategy, focusing on AI analytics and product-led growth. It plans to maintain its current executive compensation philosophy while monitoring performance against net new ARR and non-GAAP operating income targets.

Management Comments

• Spenser Skates emphasized the company's mission to help companies build better products and digital experiences through its AI Analytics Platform.
• Management highlighted the company's position as a first mover in the AI analytics space and its potential to lead the category as it grows.

Industry Context

StockSavvy.ai notes that Amplitude is navigating a competitive SaaS landscape where AI-driven product analytics is becoming a critical component of the modern data stack, placing it in direct competition with broader data platform providers.

Comparison to Industry Standards

• The company benchmarks its executive compensation against a peer group including Asana, Braze, Fastly, and Sprinklr.
• The company's growth metrics (17% ARR growth) are compared against the NASDAQ Emerging Cloud Index to gauge relative performance.

Management Changes

Corporate Governance

Legal Proceedings

• None disclosed.

Related Party Transactions

• Standard indemnification agreements with directors and officers.
• Ordinary course business transactions with Entrata, Inc. and Zuora, Inc., where board members hold executive roles.

Stakeholder Impact

• Shareholders are requested to vote on director elections and executive compensation.
• Employees are eligible for standard benefit programs.

Next Steps

• Hold the 2026 Annual Meeting of Stockholders on June 9, 2026.
• File the final voting results in a Form 8-K within four business days after the meeting.
• Continue the executive bonus plan for 2026 with semi-annual performance measurement.

Key Dates

Recommendation

The filing is a standard proxy statement for an annual meeting. It does not contain material news that would significantly alter the investment thesis, though it confirms the company's ongoing focus on growth and operational efficiency.

Keywords

Amplitude, Proxy Statement, Annual Meeting, Corporate Governance, Executive Compensation, AI Analytics, SaaS