TIGO ENERGY, INC.
For the period ended May 19, 2025. Filed Apr 4, 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.
May 19, 2025 · Filed Apr 4, 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 Under Rule 14a-12 |
Tigo Energy, 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 all boxes that apply): | |
|---|---|
| ☒ | No fee required. |
| ☐ | Fee computed 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 |
NOTICE OF 2025 ANNUAL MEETING OF STOCKHOLDERS
To Be Held May 19, 2025
To Our Stockholders:
On behalf of the Board of Directors, I cordially invite you to attend the 2025 Annual Meeting of Stockholders of Tigo Energy, Inc. (the “Annual Meeting”) to be held on May 19, 2025 at 9:00 a.m. Pacific Time. The Annual Meeting will be a completely virtual meeting, conducted via live audio webcast, with no physical in-person meeting. You will be able to attend the Annual Meeting online, vote your shares electronically and submit your questions during the Annual Meeting by visiting www.proxydocs.com/tygo and entering the control number found on your proxy card, voting instruction form or notice you previously received.
The purpose of the Annual Meeting is to:
(1)
elect seven director nominees listed in the accompanying proxy statement (this “Proxy Statement”) until the 2026 annual meeting of stockholders and until their successor shall be elected and qualified, or until their earlier death, resignation, retirement, disqualification or removal from office;
(2)
ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025; and
(3)
transact any other business that may properly come before the Annual Meeting and any adjournments or postponements thereof.
Only stockholders of record at the close of business on March 24, 2025 may vote at the Annual Meeting. Each stockholder of record is entitled to one vote for each share of common stock held at that time.
Your vote is important to us. Whether or not you plan to attend the Annual Meeting, we strongly urge you to cast your vote promptly. You may vote over the Internet, as well as by mail. Please review the instructions on the proxy or voting instruction card regarding each of these voting options.
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to Be Held May 19, 2025
This Proxy Statement and the 2024 Annual Report to Stockholders, which includes the Annual Report on Form 10-K for the year ended December 31, 2024, are being made available on or about April 4, 2025 at www.proxydocs.com/tygo.
By order of the Board of Directors,
/s/ Zvi Alon
Zvi Alon
Chief Executive Officer and
Chairman of the Board of Directors
April 4, 2025
Table OFContents
| Page | |
|---|---|
| GENERAL INFORMATION | 1 |
| PROPOSAL 1 - ELECTION OF DIRECTORS | 6 |
| Continuing Members of the Board of Directors | 6 |
| THE BOARD OF DIRECTORS AND CERTAIN GOVERNANCE MATTERS | 9 |
| Overview | 9 |
| Director Independence and Independence Determinations | 9 |
| Board Structure | 10 |
| Executive Sessions | 10 |
| Board Committees and Meetings | 10 |
| Code of Business Conduct and Ethics and Corporate Governance Guidelines | 13 |
| Stockholder Communications with the Board | 13 |
| Hedging and Pledging Policy | 13 |
| Board’s Role in Risk Oversight | 14 |
| Delinquent Section 16(a) Reports | 14 |
| PROPOSAL 2 - RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 16 |
| Appointment of Independent Registered Public Accounting Firm | 16 |
| Audit Fees | 16 |
| Audit Committee Pre-Approval Procedures for Independent Registered Public Accounting Firm | 17 |
| Changes in Independent Registered Public Accounting Firm | 17 |
| AUDIT COMMITTEE REPORT | 18 |
| EXECUTIVE OFFICERS | 19 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 20 |
| EXECUTIVE COMPENSATION | 22 |
| Introduction | 22 |
| Summary Compensation Table | 22 |
| Narrative Disclosure to Summary Compensation Table | 23 |
| Outstanding Equity Awards at December 31, 2024 Fiscal Year-End | 27 |
| Director Compensation | 29 |
| TRANSACTIONS WITH RELATED PERSONS | 31 |
| Related Person Transactions Policy | 31 |
| Related Person Transactions | 31 |
| EQUITY COMPENSATION PLAN INFORMATION | 37 |
| OTHER MATTERS | 38 |
| OTHER INFORMATION | 38 |
| Householding of Proxies | 38 |
| Additional Filings | 38 |
| Stockholder Proposals for 2026 Annual Meeting of Stockholders | 38 |
ii
TIGO ENERGY, INC.
655 Campbell Technology Parkway, Suite 150
Campbell, California 95008
2025 PROXY STATEMENT
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.