Spire Global Inc
For the period ended Jun 4, 2024. Filed Apr 23, 2024.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jun 4, 2024 · Filed Apr 23, 2024
Contents
Cover page
Show cover page
DEF 14A 1 spire_defproxy_2024.htm 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 under §240.14a-12 |
|---|
(Name of Registrant as Specified In Its Charter)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required |
|---|
| ☐ | Fee paid previously with preliminary materials |
|---|
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11 |
|---|
SPIRE GLOBAL, INC.8000 TOWERS CRESCENT DRIVESUITE 1100VIENNA, VIRGINIA 22182
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
to be held at 10:00 am Eastern Time on Tuesday, June 4, 2024
Dear Stockholders of Spire Global, Inc.:
We cordially invite you to attend the 2024 annual meeting of stockholders (the “Annual Meeting”) of Spire Global, Inc., to be held on June 4, 2024 at 10:00 am Eastern Time. The Annual Meeting will be conducted virtually via live audio webcast. You will be able to attend the Annual Meeting virtually by visiting www.proxydocs.com/SPIR, where you will be able to listen to the meeting live, submit questions and vote online.
We are holding the Annual Meeting for the following purposes, as more fully described in the accompanying proxy statement:
| 1. | To elect two Class III directors, Theresa Condor and Dirk Hoke, to serve until the 2027 annual meeting of stockholders and until their successors are duly elected and qualified; |
| 2. | To ratify the appointment of PricewaterhouseCoopers LLP (“PwC”) as our independent registered public accounting firm for our fiscal year ending December 31, 2024; |
| 3. | To approve an amendment to the Company's 2021 Equity Incentive Plan to increase the number of shares authorized for issuance under the plan by 1,000,000 shares; |
| 4. | To approve an amendment to the Company's Restated Certificate of Incorporation to provide for exculpation of officers as permitted by Delaware law; and |
| 5. | To transact such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof. |
Our board of directors has fixed the close of business on April 15, 2024 as the record date for the Annual Meeting. Stockholders of record on April 15, 2024 are entitled to notice of and to vote at the Annual Meeting. Further information regarding voting rights and the matters to be voted upon is presented in the accompanying proxy statement.
YOUR VOTE IS IMPORTANT. Whether or not you plan to attend the Annual Meeting, we urge you to submit your vote via the Internet, telephone or mail as soon as possible to ensure your shares are represented. Returning the proxy does not deprive you of your right to attend the Annual Meeting and to vote your shares at the Annual Meeting.
By order of the Board of Directors,
Peter Platzer
Chief Executive Officer, President and Chairperson of the Board
Vienna, Virginia
April 23, 2024
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 4, 2024: THE 2024 PROXY STATEMENT AND 2023 ANNUAL REPORT ON FORM 10-K ARE AVAILABLE AT www.proxydocs.com/SPIR
TABLE OF CONTENTS
| GENERAL INFORMATION | 1 |
|---|---|
| BOARD OF DIRECTORS AND CORPORATE GOVERNANCE | 7 |
| Nominees for the Board of Directors | 7 |
| Continuing Directors | 8 |
| Family Relationships | 9 |
| Director Independence | 9 |
| Board Leadership Structure and Role of the Lead Independent Director | 9 |
| Board Meetings and Committees | 10 |
| Considerations in Evaluating Director Nominees | 12 |
| Stockholder Recommendations and Nominations to the Board of Directors | 12 |
| Communications with the Board of Directors | 13 |
| Corporate Governance Guidelines and Code of Business Conduct and Ethics | 13 |
| Transactions in the Company's Securities and Prohibition on Hedging and Pledging | 14 |
| Executive Compensation Recoupment Policy | 14 |
| Role of Board in Risk Oversight Process | 14 |
| Director Compensation | 15 |
| PROPOSAL NO. 1—ELECTION OF DIRECTORS | 18 |
| Nominees for the Board of Directors | 18 |
| Vote Required | 18 |
| PROPOSAL NO. 2—RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 19 |
| Fees Paid to the Independent Registered Public Accounting Firm | 19 |
| Auditor Independence | 19 |
| Audit Committee Policy on Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm | 19 |
| Vote Required | 19 |
| REPORT OF THE AUDIT COMMITTEE | 20 |
| PROPOSAL NO. 3—AMENDMENT TO 2021 EQUITY INCENTIVE PLAN TO INCREASE NUMBER OF SHARES | 21 |
| Overview | 21 |
| Purpose | 21 |
| Key Reasons to Vote for this Proposal | 21 |
| Historic Use of Equity and Need for Additional Shares | 21 |
| Summary of the 2021 Plan | 22 |
| Summary of U.S. Federal Income Tax Consequences | 26 |
| New Plan Benefits | 27 |
| Vote Required | 28 |
| PROPOSAL NO. 4—AMENDMENT TO RESTATED CERTIFICATE OF INCORPORATION TO PROVIDE FOR EXCULPATION OF OFFICERS AS PERMITTED BY DELAWARE LAW | 29 |
| Vote Required | 29 |
| EXECUTIVE COMPENSATION | 30 |
| Executive Officers | 30 |
| Executive Compensation Program | 30 |
| Compensation Decisions for 2023 | 31 |
| Summary Compensation Table for Fiscal Year 2023 | 33 |
| Outstanding Equity Awards at 2023 Year-End | 34 |
| Executive Compensation Arrangements | 35 |
|---|---|
| Potential Payments Upon Termination or Change in Control | 38 |
| EQUITY COMPENSATION PLAN INFORMATION | 39 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 39 |
| CERTAIN RELATIONSHIPS, RELATED PARTY AND OTHER TRANSACTIONS | 41 |
| Indemnification Agreements | 41 |
| Lock-Up Agreement | 41 |
| Pre-Merger Related Party Transactions of NavSight Holdings, Inc. | 41 |
| Policies and Procedures for Related Party Transactions | 42 |
| OTHER MATTERS | 42 |
| Delinquent Section 16(a) Reports | 42 |
| Appendix A | 44 |
| Appendix B | 65 |
PROXY STATEMENT
FOR 2024 ANNUAL MEETING OF STOCKHOLDERS
to be held at 10:00 am Eastern Time on Tuesday, June 4, 2024
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.