📜 What This Document Is 📬

This is a Proxy Statement (DEF 14A). Think of it as the official "must-read" guidebook for Appian’s upcoming Annual Meeting of Stockholders. 📖 It explains what the company plans to do, who the leaders are, and, most importantly, what votes the shareholders are being asked to cast.

👉 Why it matters: This document dictates the rules of corporate governance. By reading it, you understand how the company is run, who is in charge, and what decisions you, the shareholder, are required to approve.

• The Meeting: The 2026 Annual Meeting of Stockholders is set for Wednesday, June 3, 2026, at 11:00 a.m. Eastern Time.
• The Record Date: To be eligible to vote, you must be a stockholder of record at the close of business on April 8, 2026.
• Format: The meeting will be entirely virtual, accessed by visiting www.virtualshareholdermeeting.com/APPN2026.

🏢 What Appian Corporation Does 🚀

Appian Corporation is a Delaware corporation that uses technology to help organizations automate business processes. In simple terms, they provide software platforms that allow companies to build and run internal operations more efficiently.

👉 In short: Appian helps companies digitize their workflows, moving manual processes into automated, repeatable, and scalable software systems.

• Leadership: The company is led by Matthew Calkins, who serves as the CEO, President, and Chairman of the Board.
• Scale: The corporate headquarters are located at 7950 Jones Branch Drive, McLean, Virginia 22102.

👥 Board of Directors & Governance Structure 🧠

The Board of Directors is the group responsible for overseeing the company's management and long-term strategy. This section details how that oversight function is organized, including the various committees that help manage risks and check power.

👉 Key takeaway: The company has set up strong internal rules through its committees to ensure proper financial oversight and strategic direction.

• Board Leadership: The CEO, Matthew Calkins, currently chairs the Board. The company believes combining the roles of CEO and Chairman provides a "single, clear chain of command" to execute strategy.
• Committee Structure: The Board relies on three primary standing committees:
  1. Audit Committee: Focused on financial reporting risk, reviewing financial statements, and overseeing the independent public accountant. Chair: Shirley A. Edwards.
  2. Compensation Committee: Responsible for setting and approving compensation and benefit plans for both executives and directors. Chair: Barbara “Bobbie” Kilberg.
  3. Nominating and Corporate Governance Committee: Tasked with finding, evaluating, and recommending candidates for the Board, and reviewing overall corporate governance policies. Chair: Barbara “Bobbie” Kilberg.
• Risk Oversight: The Board monitors several areas of risk, including strategic, financial, operational, legal, and cybersecurity risks. The Audit Committee specifically reviews policies related to financial reporting risk management.

🏛️ Director Nominees and Qualifications ✨

The Board of Directors is proposing a slate of eight new nominees to take over from the current board structure. Each nominee has significant professional experience in technology, finance, and corporate leadership.

👉 What to know: Shareholders are voting on which of these eight nominees they approve to serve until the next Annual Meeting.

• The Nominees: The eight individuals nominated are:
  • Matthew Calkins (CEO, Founder)
  • Michael Beckley (CTO, Founder)
  • Robert C. Kramer (General Manager, Founder)
  • Shirley A. Edwards (Director, experienced CPA)
  • Carl “Boe” Hartman II (Director, Co-Founder of Nomi Health, Inc.)
  • Barbara “Bobbie” Kilberg (Director, extensive experience at NVTC)
  • David Link (Director, Co-Founder of ScienceLogic)
  • Mark Lynch (Director, former CFO)
• Independence: The Board determines that four of the eight nominees (Hartman, Link, Edwards, and Kilberg) qualify as "independent directors," meaning they have no recent employment or relationship with the company that could interfere with their judgment.

🗳️ The Five Proposals for Vote 🗳️

The primary purpose of this proxy statement is to guide stockholders through the five critical proposals that require their votes at the Annual Meeting.

🧑‍💼 Proposal 1: Election of Directors 🎯

This proposal is simply asking shareholders to vote on the eight nominated directors. The current Board of Directors recommends voting in favor of each named nominee.

• The Vote: Directors are elected by a plurality of votes. Shareholders can vote "For" or "Withhold" their vote for each nominee.
• Significance: The outcome of this vote determines the leadership composition of Appian for the next year.

💰 Proposal 2: Independent Public Accountant Ratification 🧐

The Audit Committee recommends that shareholders ratify the selection of BDO USA, P.C. as the independent public accounting firm for the fiscal year ending December 31, 2026.

• Financial Details: The total fees billed to the Company by BDO for the fiscal year ending December 31, 2025, were $2,804,516, compared to $2,447,882 for the prior year.
• The Stakes: While company law doesn't require this vote, the Audit Committee submits it as a matter of "good corporate practice." If the selection is not ratified, the Audit Committee will re-evaluate the firm.

📈 Proposal 3: Say-on-Pay Compensation Advisory Vote 💸

This is a non-binding vote that gives shareholders the chance to express their opinion on the compensation package for Appian's named executive officers. The Board recommends voting in favor of the compensation.

• The Nature of the Vote: This is an "advisory" vote, meaning the results are not legally binding on the Board, but management and the Compensation Committee will consider your views when making future compensation decisions.

📅 Proposal 4: Frequency of Future Compensation Votes 🔁

This proposal asks shareholders to indicate their preferred frequency for future "Say-on-Pay" votes (every one, two, or three years). The Board recommends an advisory vote every "one year."

• The Power of the Vote: By voting, you are not approving the compensation itself, but rather recommending how often the company should hold a vote on it.

📝 Proposal 5: Amended and Restated Equity Incentive Plan ✅

This asks for approval to amend the original 2017 Equity Incentive Plan. Because the current plan has almost used up all its authorized shares, the company needs to authorize an additional 10,000,000 shares to ensure they can continue attracting and retaining top talent.

• Why it Matters: Equity compensation is crucial to Appian's ability to recruit, which is vital for a technology company.

⚙️ Corporate Governance Rules and Policies 📜

The company outlines specific policies to govern its internal operations, ensuring transparency and legal compliance.

• Ethical Conduct: All directors, executives, and employees must follow the Company’s Code of Conduct, which is available on the investor relations website.
• Whistleblowing: Concerns about accounting or auditing matters can be reported directly to the Audit Committee (emails provided: [email protected] or [email protected]).
• Insider Trading: The policy strictly prohibits any employee or director from engaging in speculative or short-term trading, such as short sales or complex options trading.
• Related Parties: The Board maintains strict policies governing transactions with related parties to ensure these deals are fair and vetted.

⏳ How and When to Vote 🗓️

All the necessary logistical information is gathered in this section, telling shareholders exactly how to participate in the Annual Meeting.

👉 Critical Timeline:

• Record Date: April 8, 2026 (You must own stock on this date to vote).

• Notice Mailed: On or about April 22, 2026.

• Voting Deadline: June 2, 2026, by 11:59 p.m. Eastern Time.

• Voting Methods: You can vote using three methods:

  1. Internet: Before the meeting via www.proxyvote.com, or during the meeting via www.virtualshareholdermeeting.com/APPN2026.
  2. Telephone: By calling the toll-free number 1-800-690-6903.
  3. Mail: By completing, signing, and dating the provided proxy card and returning it promptly.

• Action Items: Shareholders are urged to vote by proxy over the Internet, by telephone, or by mail, even if they plan to attend the virtual meeting, to ensure their vote is counted.

🧠 The Analogy

Voting on a proxy statement is like being a jury for your own company. 🧑‍⚖️ You aren't giving a verdict on a crime, but you are casting your votes on the people, the rules, and the policies that will guide the jury's (the Board's) decisions for the next year. By participating, you ensure that the people in charge are accountable to the collective "stakeholder jury" (the shareholders).

🧩 Final Takeaway

This Annual Proxy Statement is a detailed list of governance decisions (electing directors, approving compensation, and updating the equity plan) that shareholders must review. The most immediate action needed is to note the June 2, 2026, deadline and use one of the three designated methods (Internet, phone, or mail) to cast your vote.