DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material Pursuant to §240.14a-12

E2OPEN Parent Holdings, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒	No fee required.

☐	Fee paid previously with preliminary materials.

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i) (1) and 0-11.

LOGO

To all e2open Stockholders:

It is with great pleasure that we invite you to our 2025 Annual Meeting of Stockholders (the “Annual Meeting”). The meeting will be held on Monday, July 28, 2025 at 2:00 p.m. EDT. This year’s Annual Meeting will be a virtual-only meeting. You can attend the Annual Meeting, vote, and submit your questions during the meeting by visiting https://www.proxydocs.com/ETWO.

Whether or not you plan to attend the virtual Annual Meeting, your vote on these matters is important to us. Stockholders of record can vote their shares online, by using a toll-free telephone number or by completing a proxy card and mailing it in the return envelope provided. If you hold shares through your broker or other intermediary, that person or institution will provide you with instructions on how to vote your shares.

On behalf of the Board of Directors and the management of e2open, we appreciate your continued support and interest in e2open.

LOGO

Andrew M. Appel

Chief Executive Officer

LOGO

Key Accomplishments: E2open continues to be positioned as a leader by industry analysts across multiple connected supply chain domains. E2open was named a leader in the 2025 Gartner(R) Magic Quadrant" for Transportation Management Systems. E2open was named a Leader in the IDC MarketScape: Worldwide Supply Chain Planning Overall 2024 Vendor Assessment, as well as Planning for Process Industries, and Planning for Distribution Industries, recognized for field-proven AI and an integrated multi-enterprise commerce network that come together for advanced planning and execution on one platform. E2open was also named a Leader in the IDC MarketScape: Worldwide SaaS and Cloud-Enabled Direct Spend Vendor Assessment. The evaluation distinguishes e2opens multi-tier network and integrated supply chain management platform for the ability to solve direct procurement challenges and drive efficiency, profitability, and resiliency for a diverse range of industries. E2open hosted hundreds of clients at its annual Connect European Summit in Amsterdam and Connect customer conference in Orlando, with dozens of educational sessions covering e2opens technology platform across channel, planning, global trade, logistics and supply, along with strategic initiatives including Connected Planning and Connected Logistics. E2open published its annual Environmental, Social, and Governance Report, providing continued transparency into its approach to ESG focused on four key areas: Platform, Planet, People, and Policy. E2open released quarterly product updates with new functionality and enhancements that help clients unlock greater efficiency, predictability, and cost savings across their supply chains.


By the numbers - client impact

A proven history of client success and value creation

E2open streamlines and optimizes supply chain operations for some of the world’s largest brands

		18 billion annual transactions

		500,000+ connected enterprises

		3 year contract length with enterprise clients


		E2open Proxy Statement 2025 \|		2

Additional Information

The accompanying document is the proxy statement of e2open for the 2025 Annual Meeting of Stockholders of E2open Parent Holdings, Inc. (the “Annual Meeting”). This proxy statement is available without charge to stockholders of e2open upon written or oral request. This document and other filings by e2open with the U.S. Securities and Exchange Commission (the “SEC”) may be obtained by either written or oral request to E2open Parent Holdings Inc., 14135 Midway Rd., Suite G300, Addison, TX 75001 or by telephone at (866) 432-6736.

The SEC maintains an internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. You may obtain copies of the materials described above at the SEC’s internet site at www.sec.gov.

Information contained on the e2open website, or any other website, is expressly not incorporated by reference into the accompanying proxy statement.

To obtain timely delivery of the documents, you must request them no later than five business days before the date of the Annual Meeting, or no later than July 21, 2025.

LOGO

Instructions for the Virtual Annual Meeting Stockholders will be able to participate in the Annual Meeting virtually by teleconference. The teleconference details are outlined on page 9. The meeting will begin promptly at 2:00 p.m. Eastern Time on July 28, 2025. In order to maintain the interactive nature of the virtual meeting, virtual attendees will be able to submit questions at certain intervals during the meeting. In order to promote fairness and efficient use of time, we will respond to up to two questions from a single stockholder. The virtual Annual Meeting has been designed to provide the same rights to participate as you would have at an in-person meeting.


		E2open Proxy Statement 2025 \|		3

E2open Parent Holdings, Inc.

14135 Midway Rd., Suite G300

Addison, TX 75001

NOTICE OF 2025 ANNUAL MEETING OF STOCKHOLDERS

To the Stockholders of E2open Parent Holdings, Inc.:

The 2025 Annual Meeting of Stockholders of E2open Parent Holdings, Inc. (the “Annual Meeting”) will be held on July 28, 2025, at 2:00 p.m. EDT. This year’s Annual Meeting will be a completely virtual meeting, which will be conducted via live webcast. A virtual meeting provides expanded access from any location around the world, improved communication and cost savings for our stockholders and the Company. You will be able to attend the Annual Meeting, vote and submit your questions during the meeting by visiting https://www.proxydocs.com/ETWO.

You are invited to attend the Annual Meeting, to be held for the following purposes (the “Proposals”):

1.	To elect 3 director nominees to serve as Class I directors on the Board of Directors (Proposal No. 1);

2.	To hold an advisory vote to approve the compensation of our named executive officers (Proposal No. 2);

3.	To ratify the selection of Ernst & Young LLP as our independent registered public accounting firm for fiscal 2026 (Proposal No. 3); and

4.	To transact such other business as may properly come before the Annual Meeting and any adjournment or postponement thereof.

On May 25, 2025, E2open Parent Holdings, Inc. entered into an Agreement and Plan of Merger (the “Merger Agreement”) with WiseTech Global Limited (“WiseTech”), providing for the acquisition of the Company by WiseTech (the “Mergers”). On May 25, 2025, the Company received the written consent of stockholders adopting the Merger Agreement by an affirmative vote of a majority of the voting power of the Company’s outstanding capital stock. No other action by the stockholders of E2open Parent Holdings, Inc. is required with respect to the Mergers. Accordingly, no action will be taken at the Annual Meeting with respect to, and no proxy is being solicited in connection with, the Mergers. Subject to receipt of certain required regulatory approvals and other customary closing conditions specified in the Merger Agreement, we currently expect the Mergers to close in the second half of calendar year 2025. The Mergers may affect certain items to be voted upon at the Annual Meeting. However, until the Mergers have been completed, E2open Parent Holdings, Inc. will continue to function as an independent public company and therefore we are filing this notice and proxy statement for the Annual Meeting in the normal course.

Only stockholders of record at the close of business on Wednesday, May 28, 2025, are entitled to notice of, and to vote at, the Annual Meeting.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON JULY 28, 2025: THIS PROXY STATEMENT, FORM OF PROXY CARD AND OUR FISCAL YEAR 2025 ANNUAL REPORT ARE AVAILABLE AT WWW.E2OPEN.COM.

Whether or not you plan to attend the virtual Annual Meeting and regardless of the number of shares you own, please vote as promptly as possible via the Internet or by telephone in accordance with the instructions in your proxy materials. If you desire to revoke your proxy for any reason, you may do so in the manner described in the attached proxy statement. For further information concerning the individuals nominated as directors, the proposals being voted upon, use of the proxy and other related matters, you are urged to read the attached proxy statement.

After careful consideration, the Board of Directors of E2open has determined that the Proposals are advisable and in the best interests of E2open and its stockholders and unanimously recommends that the holders of E2open’s Class A Common Stock and Class V Common Stock entitled to vote with respect to each of the Proposals, vote or give instruction to vote “FOR” each noted proposal.

Chinh Chu

Chairman of the Board

June 18, 2025


		E2open Proxy Statement 2025 \|		4

LOGO

Proxy Statement

2025 Annual Meeting of Stockholders

www.e2open.com

Table Of Contents



Proxy Statement Summary		7-13

2025 Annual Meeting of Stockholders	9

Voting Roadmap	9

Director Nominees	10

Executive Compensation Highlights	10

How Do I Vote?		12-13

Board of Directors		14-30

Board of Directors’ Structure and Governance	23-24

Board Meetings	25

Committees, Membership and Meetings	25-29

Director Compensation	29-30

Corporate Governance		31-40

Corporate Governance Guidelines	32

Prohibition on Speculative Transactions and Pledging	33

Stock Ownership Guidelines for Directors and Senior Officers	33

Board Leadership Structure	34

The Board’s Role in Risk Oversight	35-36





Corporate Governance (cont)		31-40

Risk Management	37

Director Independence	38

Director Tenure, Board Refreshment and Diversity	38

Director Self-Evaluations	39

Communications with the Board	39

Employee Matters	40

Executive Compensation		41-72

Compensation Discussion and Analysis	42-59

WiseTech – Merger Agreement	43-44

Compensation Committee Report	59

Fiscal 2025 Compensation Tables	60-64

Potential Payments Upon Termination or Change-In-Control	65-68

CEO Pay Ratio	69

Pay Versus Performance	70-72

Security Ownership of Certain Beneficial Owners and Management		73-75

Delinquent Section 16(a) Reports		76

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SEC Form DEF 14A filed by E2open Parent Holdings Inc.