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Shimmick Corp

For the period ended Dec 29, 2023. Filed Apr 26, 2024.

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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.

Dec 29, 2023 · Filed Apr 26, 2024

SHIM$2.32+1.3%Stored close · as of Nov 6, 2026
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DEF 14A 1 shimmick_proxy_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

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☒ Definitive Proxy Statement

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☐ Soliciting Material Pursuant to §240.14a-12

Shimmick Corporation

(Name of Registrant as Specified In Its Charter)

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

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April 26, 2024

Dear Fellow Stockholders:

On behalf of the Board of Directors (the "Board") of Shimmick Corporation ("Shimmick"), I would like to express our appreciation for your interest in our company. It is my pleasure to invite you to Shimmick's first Annual Meeting of Stockholders (the "Annual Meeting"), to be held virtually on Wednesday, June 5, 2024, at 11:00 a.m., Eastern Time.

Fiscal year 2023 was a milestone year for Shimmick which culminated in November with the successful completion of our Initial Public Offering (IPO) on the Nasdaq Global Market. An IPO was the logical next step in our Company’s lifecycle to continue our growth trajectory. We believe the next 10 years will be the best in our industry’s history and we are well positioned to capture the growth in the water infrastructure space. Shimmick plays a key role delivering clean water and treating wastewater which is essential to sustaining communities and public help while maintain maritime ecosystems.

We delivered strong financial results in our fiscal year 2023 with revenue of $633 million and Adjusted EBITDA of $30 million. Specifically related to Shimmick Projects, which are defined as projects started after the AECOM Sale Transactions that have focused on water infrastructure and other critical infrastructure, we realized 24% revenue growth and achieved gross margins of 7% in 2023. We are keenly focused on transforming our backlog from Legacy Projects to newer Shimmick Projects focused on water infrastructure with higher margin profiles. Over the past three years, we have made excellent progress on this front growing our Shimmick Projects backlog to 82% from 44% and maintain a healthy backlog of $1.1 billion at year-end.

The formal Notice of Annual Meeting and Proxy Statement are enclosed with this letter. The Proxy Statement describes the matters to be acted upon at the Annual Meeting. It also describes how the Board operates and provides compensation and other information about the management team and Board.

Your vote is important. Whether or not you plan to attend the Annual Meeting, I strongly encourage you to vote as soon as possible. You may vote over the Internet, by telephone or by mailing a proxy or voting instruction card. For instructions on voting, please refer to the Notice of Internet Availability of Proxy Materials you received in the mail or the section entitled “How do I vote?” on page 5 of the Proxy Statement. If you received a paper copy of the Proxy Statement, please use your enclosed proxy card to vote.

On behalf of the Board and the officers and employees of Shimmick Corporation, I would like to take this opportunity to thank you for your continued support of our company. We look forward to seeing you at the meeting.

Sincerely,

Mitchell B. GoldsteenExecutive Chairman

TABLE OF CONTENTS

Page
Notice of 2024 Annual Meeting of Stockholders2
Questions and Answers About Voting at the 2024 Annual Meeting and Related Matters4
Proposal 1: Election of Directors8
CORPORATE GOVERNANCE11
Proposal 2: Ratification of Independent Registered Public Accounting Firm17
Principal Accountant Fees and Services18
Pre-Approval Policies and Procedures for Audit and Permitted Non-Audit Services18
Audit Committee Report18
EXECUTIVE OFFICERS20
Executive Compensation21
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS23
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS, DIRECTORS AND EXECUTIVE OFFICERS24
Principal Holders of Stock24
Common Stock Ownership by Directors and Executive Officers24
OTHER MATTERS26
Stockholder Proposals for 2025 Annual Meeting of Stockholders26
List of Stockholders Entitled to Vote at the Annual Meeting26
Communication with Shimmick's Board of Directors26
Available Information26
Electronic Delivery27
Householding27

Shimmick Corporation

530 Technology Drive

Suite 300

Irvine, CA 92618

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