PCOR Shareholder/Stockholder Letter Transcript:
Dear Fellow Stockholders:
Construction is more than just structures it s the foundation of our communities and the backbone of our daily
lives. From the homes where we gather with loved ones to the infrastructure that keeps our world moving,
construction connects us all.
While construction has always played a vital role in society, the industry is now navigating a period of rapid
transformation. Demand is rising to meet the needs of a growing global population, projects are becoming more
complex, and costs continue to climb. In response, the industry is embracing new ways to build and we are
proud to be developing the technology they trust to make this possible.
At Procore, we believe the best way to meet these challenges is by building together. Our platform is designed to
connect owners, general contractors, and specialty contractors empowering teams to build more efficiently,
reduce risk, and eliminate rework. By fostering better collaboration, we re helping to improve outcomes for people,
businesses, and the planet.
I started Procore 23 years ago, with a mission to connect everyone in construction on a global platform. Today,
over two million construction professionals rely on Procore to do what they do best: build the world around us. I m
proud of the progress we ve made, and it s clear we re just getting started. I ve never been more excited about the
future of construction. And now, thanks to the truly connected nature of our platform, we have the unique
opportunity to harness the power of emerging technologies like artificial intelligence. The opportunity to apply AI to
the vast amounts of data our users generate presents an unprecedented chance to deliver even greater efficiency,
predictability, profitability, and potential for our customers.
Just as construction thrives through collaboration, we know that building strong partnerships with our stockholders
is equally important. This year, we deepened those relationships by engaging once again with many of our largest
stockholders to gain insights into their thoughts about our corporate governance practices. By maintaining open
lines of communication and actively seeking their feedback, we aim to better understand the expectations of our
stockholders. This collaborative approach underscores our dedication to building a resilient and forward-thinking
company, and we remain committed to continuing this dialogue and working together to create long-term
stockholder value.
With that, I m pleased to invite you to our 2025 Annual Meeting of Stockholders. I encourage you to make your
voice heard by voting on the proposals that will be presented at the meeting. Your vote is important. Whether or
not you plan to attend the meeting, please vote as soon as possible in advance of the meeting. Voting by proxy will
guarantee that your shares are represented at the meeting, whether or not you choose to attend.
Thank you for being part of our journey and for your continued support of Procore. Together, we are building a
stronger, smarter, and more connected future and I couldn t be more excited about what lies ahead.
Craig Tooey F. Courtemanche, Jr.
Founder, President, Chief Executive Officer, and Chair of the Board of Directors
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Notice of
Annual Meeting
of Stockholders
Annual Meeting of Stockholders
Date & Time
Location
Record Date
Thursday, June 5, 2025
9:00 a.m., Pacific Time
www.proxydocs.com/PCOR
Close of Business
on April 11, 2025
To attend the 2025 annual meeting of stockholders (the Annual Meeting ) of Procore Technologies, Inc., a
Delaware corporation ( Procore, us, or our ), you will need the control number that appears on your Notice of
Internet Availability of Proxy Materials (the Notice ), your proxy card, or the voting instructions that accompanied
your proxy materials. The Notice is being mailed to stockholders on or about April 24, 2025.
Our Board of Directors has fixed the close of business on April 11, 2025, as the record date (the Record Date )
for the Annual Meeting. Only stockholders of record at the close of business on the Record Date are entitled to
notice of, and to vote at, the Annual Meeting.
Items of Business
The Annual Meeting will be held for the following purposes, which are more fully described in the accompanying
proxy materials:
Proposal
Board
Recommendation
Page
Reference
1. To elect Erin M. Chapple, Brian Feinstein, and Kevin J. O Connor as Class I
directors to hold office until our 2028 annual meeting of stockholders
FOR
28
2. To ratify the appointment of PricewaterhouseCoopers LLP as the
Company s independent registered public accounting firm for the fiscal year
ending December 31, 2025
FOR
29
3. To approve, on a non-binding, advisory basis, the compensation of the
Company s named executive officers
FOR
32
To conduct any other business properly brought before the Annual Meeting
and at any adjournment or postponement thereof
N/A
N/A
Adjournments and Postponements
Any action on the items of business described above may be considered at the Annual Meeting at the time and on
the date specified above, or at any time and date on which the Annual Meeting may be properly reconvened after
being adjourned or postponed.
Meeting Admission
The Annual Meeting will be completely virtual and conducted via live webcast. There will not be a physical meeting
location. The virtual-only meeting format allows us to leverage technology to provide a consistent experience to all
stockholders regardless of location, to reduce the environmental impact of our meeting, and to facilitate
stockholder participation. If you wish to attend the Annual Meeting, you must register in advance using the control
number included in the Notice, your proxy card, or the voting instructions that accompanied your proxy materials.
Stockholders of record may register for the Annual Meeting by visiting www.proxydocs.com/PCOR. After you
successfully register, you will receive a confirmation email and an email approximately one hour prior to the start of
the Annual Meeting to the email address you provided during registration with a unique link to the virtual meeting.
Stockholders who hold their shares through a brokerage firm, bank, or other nominee (i.e., in street name )
should follow the registration instructions provided by their brokerage firm, bank, or other nominee.
4/24/2025 Letter Continued (Full PDF)