| No. |
Proposition |
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For |
Against |
Abstain |
| 1 |
DIRECTOR Mitesh Dhruv |
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| 2 |
DIRECTOR Jeffrey Harris |
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| 3 |
DIRECTOR Susan Heystee |
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| 4 |
DIRECTOR G. Richard Wagoner, Jr. |
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| 5 |
To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for our fiscal year ending January 31, 2026. |
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| 6 |
To approve, on an advisory basis, the compensation of our named executive officers, as disclosed in the proxy statement. |
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| 7 |
To approve and adopt an amendment of ChargePoints Second Amended and Restated Certificate of Incorporation (the Charter) to effect, at the discretion of our Nominating and Corporate Governance Committee, a reverse stock split of our common stock at a ratio in the range of one-for-two to one-for- thirty, with such ratio to be determined at the discretion of the Nominating and Corporate Governance Committee (the Reverse Stock Split Proposal). |
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| 8 |
To approve and adopt an amendment to our Charter to remove Article Thirteenth of the Charter which provides for the waiver and renunciation of corporate opportunities related to ChargePoint. |
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| 9 |
To approve one or more adjournments of the Annual Meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of the Reverse Stock Split Proposal. |
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