CRON shareholders back board & compensation; 98.6 % vote to keep auditor

Q: What was the shareholder vote on Cronos Group鈥檚 2024 executive compensation?

The advisory say-on-pay resolution passed with 210.1 million votes in favor (94.1 %), 12.6 million against, and 0.5 million abstentions.

Q: Who will audit Cronos Group for fiscal 2025?

Shareholders re-appointed Davidson &amp; Company LLP as the independent auditor, with 98.6 % of votes cast in favor.

Q: Were there any broker non-votes at Cronos Group鈥檚 2025 shareholder meeting?

Yes. There were 53.8 million broker non-votes recorded on the director election and say-on-pay items.

[Form 3] Clearwater Analytics Holdings, Inc. Initial Statement of Beneficial Ownership

Filing Impact

(Low)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Cronos Group Inc. (NASDAQ: CRON) filed an 8-K to disclose the voting results of its 20 June 2025 Annual Meeting of Shareholders.

Director elections: All seven nominees were re-elected. Support ranged from 92.4 % for President & CEO Michael Gorenstein (206.2 m for / 17.0 m withheld) to 97.0 % for Dominik Meier (216.4 m for / 6.8 m withheld). Broker non-votes totaled 53.8 m shares and did not affect outcomes.
Say-on-pay: The advisory resolution approving 2024 executive compensation passed with 210.1 m votes in favor (94.1 %), 12.6 m against and 0.5 m abstentions.
Auditor re-appointment: Davidson & Company LLP was re-appointed for FY 2025 with 273.0 m votes in favor (98.6 %) and 4.0 m withheld. The Board is authorized to fix remuneration.

The filing contains no new financial guidance, earnings data or transactional announcements. The strong shareholder support across all proposals indicates broad confidence in current leadership and governance practices.

Positive

All seven directors were re-elected with support exceeding 92 %, indicating continued investor confidence in the board.
Say-on-pay received 94 % approval, demonstrating broad acceptance of executive compensation structure.
Auditor re-appointment passed with 98.6 % support, ensuring continuity in external audit oversight.

Negative

CEO Michael Gorenstein recorded the lowest support (92 %) among directors, reflecting a minority level of shareholder dissent.

Insights

TL;DR: Routine AGM; all proposals passed comfortably, signaling solid shareholder support and no immediate governance red flags.

The AGM outcomes are typical of a mid-cap Canadian issuer listed in the U.S. Director support above 92 % suggests investors remain aligned with management, though the CEO鈥檚 comparatively lower 92 % backing hints at modest dissent, possibly tied to share-price under-performance or compensation concerns. The 94 % approval on the non-binding say-on-pay resolution reinforces acceptance of the compensation framework. Re-appointing Davidson & Company with 98.6 % support ensures audit continuity and is unlikely to affect financial reporting risk. Overall impact on valuation or trading dynamics is neutral; these results mainly confirm governance stability.

06/25/2025 - 04:43 PM

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Aghi Mukesh

(Last)

(First)

(Middle)

C/O CLEARWATER ANALYTICS HOLDINGS, INC.

777 W. MAIN STREET, SUITE 900

(Street)

BOISE

83702

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/23/2025

3. Issuer Name and Ticker or Trading Symbol
Clearwater Analytics Holdings, Inc. [ CWAN ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Restricted Stock Units	⁽¹⁾	06/23/2035	Class A Common Stock	15,339	$0.00	D

Explanation of Responses:

1. The reporting person was granted Restricted Stock Units representing contingent right to receive one share of Clearwater Analytics Holdings Inc. common stock for each RSU. The award will vest annually over 3 years on the anniversary of grant.

Remarks:

Exhibit List - Exhibit 24.1 - Power of Attorney

	Alphonse Valbrune, as Attorney-in-Fact for Aghi Mukesh	06/25/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source:

FAQ

Did Cronos Group (CRON) directors get re-elected at the 2025 AGM?

Yes. All seven nominees, including CEO Michael Gorenstein, were re-elected with support ranging from 92.4 % to 97.0 %.

What was the shareholder vote on Cronos Group鈥檚 2024 executive compensation?

The advisory say-on-pay resolution passed with 210.1 million votes in favor (94.1 %), 12.6 million against, and 0.5 million abstentions.

Who will audit Cronos Group for fiscal 2025?

Shareholders re-appointed Davidson & Company LLP as the independent auditor, with 98.6 % of votes cast in favor.

Were there any broker non-votes at Cronos Group鈥檚 2025 shareholder meeting?

Yes. There were 53.8 million broker non-votes recorded on the director election and say-on-pay items.

Does the 8-K include any new financial guidance for Cronos Group?

No. The filing is limited to voting results and contains no earnings, guidance, or transactional disclosures.

AG真人官方

[Form 3] Clearwater Analytics Holdings, Inc. Initial Statement of Beneficial Ownership

Insights

FAQ

Did Cronos Group (CRON) directors get re-elected at the 2025 AGM?

What was the shareholder vote on Cronos Group鈥檚 2024 executive compensation?

Who will audit Cronos Group for fiscal 2025?

Were there any broker non-votes at Cronos Group鈥檚 2025 shareholder meeting?

Does the 8-K include any new financial guidance for Cronos Group?

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AG真人官方

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[Form 3] Clearwater Analytics Holdings, Inc. Initial Statement of Beneficial Ownership

Insights

Corporate Governance Expert neutral

FAQ

Did Cronos Group (CRON) directors get re-elected at the 2025 AGM?

What was the shareholder vote on Cronos Group鈥檚 2024 executive compensation?

Who will audit Cronos Group for fiscal 2025?

Were there any broker non-votes at Cronos Group鈥檚 2025 shareholder meeting?

Does the 8-K include any new financial guidance for Cronos Group?

NYSE:CWAN

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