PCOR 4/25/2024 Shareholder/Stockholder Letter Transcript:
Notice of 2024
Annual Meeting
of Stockholders
& Proxy
Statement
PROCORE TECHNOLOGIES, INC.
ANNUAL REPORT
Dear Fellow Stockholders:
Construction connects all of us. From the places we raise our families, earn an education, go to work, and seek care, to
the infrastructure that powers and brings all of these places to life, construction is an integral part of our lives, our
communities, and the world. While construction has been ever-present over the course of human history, we are living
through a transformative time in the industry s evolution.
Demand for construction to address the needs of a growing global population is ever increasing and projects are becoming
more complex, all while labor, materials, and operating costs are on the rise. The construction industry is seeking greater
efficiencies and productivity, searching for new ways to build, and rapidly embracing technology in the process.
Our platform brings owners, general contractors, and specialty contractors together to do just this help teams build more
efficiently, reduce risk, and eliminate rework, which ultimately benefits people and the planet. After 22+ years of working toward our
mission of connecting everyone in construction on a global platform, we now have over two million construction professionals
relying on Procore to do what they do best: build the world around us. And, when considering the vast amounts of data our users
generate and the potential to apply artificial intelligence to that data, it becomes clear that the opportunity ahead of us to deliver
even greater efficiency, predictability, and profitability to our customers is unprecedented. And we re just getting started.
We believe in building strong partnerships not just with our customers, but with our stockholders as well. As a result, this year
we made continued progress in our efforts to deepen our relationship with our stockholders, including soliciting feedback from
many of our largest stockholders on our corporate governance practices in order to enhance our understanding of investor
viewpoints. And we look forward to continuing to engage with you on these topics in the years ahead.
I m grateful that you re a part of our journey in supporting this mission-critical global industry and I m as optimistic as ever
about the future we can build together. Accordingly, I am pleased to invite you to attend the 2024 annual meeting of
stockholders (the Annual Meeting ) of Procore Technologies, Inc., a Delaware corporation.
The Annual Meeting will be held virtually, via live webcast, on Thursday, June 6, 2024, at 9:00 a.m., Pacific Time. We will
use a virtual meeting format for the Annual Meeting to provide a consistent experience to all stockholders regardless of
location, to reduce the environmental impact of our meeting, and to facilitate stockholder participation.
Stockholders of record can sign up to attend the virtual meeting at www.proxydocs.com/PCOR. Additional details on how
to attend and participate in the Annual Meeting (including for beneficial owners) and the business to be conducted at the
Annual Meeting are provided in this proxy statement, as well as in the Notice of Internet Availability of Proxy Materials (the
Notice ). The Notice also provides instructions on how to vote online or by telephone.
We have also made available copies of the proxy materials, which include our 2023 Annual Report on Form 10-K for the
fiscal year ended December 31, 2023 (our 2023 Form 10-K ), with this proxy statement. We encourage you to read our
2023 Form 10-K as it includes our audited financial statements and provides important information about our business.
We are providing Internet access to our proxy materials in lieu of mailing printed copies to reduce the costs associated
with the Annual Meeting and lower our environmental impact, all without negatively affecting our stockholders ability to
timely access proxy materials. If you wish to receive a copy of proxy materials by mail or email at no charge, please refer
to the instructions in the Notice.
Your vote is important. Whether or not you plan to participate in the Annual Meeting, please vote as soon as possible by signing
and returning a proxy card or by using our Internet or telephonic voting system in advance of the Annual Meeting. Your vote by
proxy will ensure your representation at the Annual Meeting regardless of whether you attend the Annual Meeting.
Thank you for your continued support of Procore.
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 6, 2024
9:00 a.m., Pacific Time
www.proxydocs.com/PCOR
Close of Business
on April 12, 2024
To attend the 2024 annual meeting of stockholders (the Annual Meeting ) of Procore Technologies, Inc., a
Delaware corporation ( Procore, the Company, 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 25, 2024.
Our Board of Directors has fixed the close of business on April 12, 2024, 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 William J.G. Griffith IV, Graham V. Smith, and Elisa A. Steele, each
of whom are named herein, as Class III directors to hold office until our 2027
annual meeting of stockholders or until their respective successors are duly
elected and qualified
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, 2024
FOR
29
3. To approve, on an advisory basis, the compensation of the Company s
named executive officers
FOR
31
To conduct any other business properly brought before the Annual Meeting
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.
4/25/2024 Letter Continued (Full PDF)