Symbotic Inc
For the period ended Mar 6, 2025. Filed Jan 17, 2025.
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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.
Mar 6, 2025 · Filed Jan 17, 2025
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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 |
(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 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 14a-6(i)(1) and 0-11. |
January 17, 2025
Dear Fellow Stockholders,
We are pleased to invite you to attend the 2025 Annual Meeting of Stockholders of Symbotic Inc. on Thursday, March 6, 2025, beginning at 10:00 a.m., Eastern Time (the "Annual Meeting"). The Annual Meeting will be conducted virtually via live webcast.
To participate in this year’s Annual Meeting , you must register beforehand by visitingwww.proxydocs.com/SYM and completing the registration process by 5:00 p.m. Eastern Time on March 5, 2025, which we refer to as the Registration Deadline. After completion of your registration by the Registration Deadline, further instructions, including a unique link to access the Annual Meeting, will be emailed to you. You will not be able to attend the Annual Meeting physically. Once properly registered, you will be able to attend the Annual Meeting live via video webcast that will provide you with the ability to participate in the Annual Meeting, vote your shares and ask questions, subject to the Annual Meeting’s Rules of Conduct (which will be posted on www.proxydocs.com/SYM on the day of the Annual Meeting).
Details regarding how to attend the meeting online and the business to be conducted at the Annual Meeting are more fully described in the accompanying Notice of 2025 Annual Meeting of Stockholders and Proxy Statement. We will mail a notice containing instructions on how to access this proxy statement and our annual report on or about Friday, January 17, 2025, to all stockholders entitled to vote at the Annual Meeting. Stockholders who prefer a paper copy of the proxy materials may request one by following the instructions provided in the notice we will send.
Your vote is important. Whether or not you plan to attend the Annual Meeting, we urge you to vote. You may vote by proxy over the Internet, by telephone, or by mail following instructions on the proxy card. Voting by proxy will ensure your representation at the Annual Meeting, regardless of whether you attend.
Sincerely,
Richard B. Cohen
Chairman, President and Chief Executive Officer
NOTICE OF 2025 ANNUAL MEETING OF STOCKHOLDERS
| Time | 10:00 a.m., Eastern Time | |
|---|---|---|
| Date | March 6, 2025 | |
| Place | Virtual. Details on how to participate are described in the Notice of Internet Availability of Proxy Materials ("Notice of Availability") or by visiting www.proxydocs.com/SYM. | |
| Purposes | • | To elect seven directors nominated by the board of directors of Symbotic Inc., identified in the accompanying proxy statement, each to serve for a term of one year until the 2026 Annual Meeting of Stockholders, until his or her successor has been duly elected and qualified, or until his or her earlier death, resignation, disqualification or removal; |
| • | To approve an advisory vote on the frequency of a stockholder vote on our executive compensation; | |
| • | To approve an advisory vote on our executive compensation; | |
| • | To ratify the appointment of Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending September 27, 2025; and | |
| • | To transact any other business that may properly come before the meeting or any adjournment thereof. | |
| Record Date | The board of directors has set January 6, 2025 as the record date for determining stockholders entitled to notice of, and to vote at, the meeting. | |
| Virtual Meeting Admission | All stockholders as of the record date, or their duly appointed proxies, may attend the virtual meeting. You will be able to attend the Annual Meeting as well as vote and submit your questions during the live webcast of the meeting by visiting www.proxydocs.com/SYM and entering the control number included in our Notice of Availability being mailed to you separately. | |
| Voting by Proxy | If you are a stockholder of record, please vote via the Internet, telephone or mail by following the instructions on the website indicated in the materials you received in the mail. If you are a beneficial owner of shares held in “street name” by your broker, bank or other nominee, you should have received a voting instruction form with these proxy materials from your broker, bank or other nominee rather than from us. The voting deadlines and availability of telephone and Internet voting for beneficial owners of shares will depend on the voting processes of the broker, bank or other nominee that holds your shares. Therefore, we urge you to carefully review and follow the voting instruction form and any other materials that you receive from that organization. If you hold your shares of our common stock in multiple accounts, you should vote your shares as described in each set of proxy materials you receive. |
By order of the Board of Directors,
Richard B. CohenChairman, President and Chief Executive Officer
Wilmington, Massachusetts
January 17, 2025
We first made these proxy materials available to stockholders on or about January 17, 2025. A copy of our Annual Report on Form 10-K for the fiscal year ended September 28, 2024, as filed with the U.S. Securities and Exchange Commission (the “SEC”), except for exhibits, will be furnished without charge to any stockholder upon written request to Symbotic Inc., 200 Research Drive, Wilmington, Massachusetts 01887, Attention: Vice President, Investor Relations. This proxy statement and our Annual Report on Form 10-K for the fiscal year ended September 28, 2024 are also available on the SEC’s website atwww.sec.gov.
TABLE OF CONTENTS
| PROXY STATEMENT | 1 |
|---|---|
| GENERAL INFORMATION | 2 |
| PROPOSAL NO. 1 ELECTION OF DIRECTORS | 6 |
| PROPOSAL NO. 2 ADVISORY (NON-BINDING) VOTE ON FREQUENCY OF STOCKHOLDER VOTE ON EXECUTIVE COMPENSATION | 12 |
| PROPOSAL NO. 3 ADVISORY (NON-BINDING) VOTE ON EXECUTIVE COMPENSATION | 13 |
| PROPOSAL NO. 4 RATIFICATION OF THE APPOINTMENT OF GRANT THORNTON LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING SEPTEMBER 27, 2025 | 14 |
| CORPORATE GOVERNANCE | 16 |
| EXECUTIVE COMPENSATION | 23 |
| DIRECTOR COMPENSATION | 44 |
| CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS | 46 |
| PRINCIPAL STOCKHOLDERS | 53 |
| REPORT OF THE AUDIT COMMITTEE | 56 |
| HOUSEHOLDING | 57 |
| STOCKHOLDER PROPOSALS | 58 |
| OTHER MATTERS | 59 |
i
200 Research Drive
Wilmington, Massachusetts 01887
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.