Item 5.07 Submission of Matters to a Vote of Security Holders.

On October 5, 2022, C3.ai, Inc. (the "Company") held its 2022 Annual Meeting of Stockholders (the "Annual Meeting") virtually via live webcast. At the Annual Meeting, the Company's stockholders voted on the four proposals set forth below. A more detailed description of each proposal is set forth in the Company's Proxy Statement filed with the Securities and Exchange Commission on August 24, 2022 (the "Proxy Statement").

Proposal 1 - Election of Directors. The Company's stockholders elected the following Class II director nominees to hold office until the Company's 2025 Annual Meeting of Stockholders, and until his or her successor is duly elected and qualified or until his or her earlier death, resignation, or removal. The results of the vote were:



      Nominee             For        Withhold    Broker Non-Vote
  Richard C. Levin    203,160,564    2,858,118     25,393,188
    Bruce Sewell      196,455,003    9,563,679     25,393,188
   Lisa A. Davis      205,369,075     649,607      25,393,188

Proposal 2 - Approval, on a Non-Binding, Advisory Basis, of the Compensation of the Company's Named Executive Officers. The Company's stockholders advised that they were in favor of the compensation of the Company's named executive officers, as disclosed in the Proxy Statement. The results of the vote were:



     For         Against      Abstain    Broker Non-Vote
 186,348,605    19,441,519    228,558      25,393,188

Proposal 3 - Approval, on a Non-Binding, Advisory basis, of the Frequency of Future Non-Binding Advisory Votes to Approve the Compensation of the Company's Named Executive Officers. The Company's stockholders advised that they were in favor of a one year frequency for future advisory votes on the compensation of the Company's named executive officers. The results of the vote were:



    1 Year       2 Years     3 Years     Abstain    Broker Non-Vote
 205,133,795     140,262     610,380     134,245      25,393,188

Based on these results and consistent with the Company's recommendation, the Company's board of directors has determined that the Company will conduct future stockholder advisory votes on the compensation program for its named executive officers every one year.

Proposal 4 - Ratification of Independent Registered Public Accounting Firm. The Company's stockholders ratified the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending April 30, 2023. The results of the vote were:



     For         Against     Abstain
 230,550,117     573,240     288,513

No other matters were submitted for stockholder action at the Annual Meeting.

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