KinderCare Learning Companies, Inc.

DEF 14A 1 klc-def14a-2025.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:

KinderCare Learning Companies, 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):

5005 Meadows Road

Lake Oswego, OR 97035

Dear Stockholders:

You are cordially invited to attend the KinderCare Learning Companies, Inc. Annual Meeting of Stockholders (the “Annual Meeting”) on Thursday, June 5, 2025 at 9:00 a.m. Pacific Time. This year’s Annual Meeting will be held in a virtual format only. Stockholders will be able to attend and vote online (for those who intend to vote at the Annual Meeting) at www.proxydocs.com/KLC by entering the 16-digit control number provided on their proxy card. This website will contain instructions on how to participate in the Annual Meeting in advance of the meeting. The Company has designed the format of the Annual Meeting to ensure that stockholders are afforded the same rights and opportunities to participate as they would at an in-person meeting, using online tools to ensure stockholder access and participation.

On April 21, 2025 we mailed to our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access our proxy statement for the Annual Meeting and our 2024 Annual Report on Form 10-K. The Notice also provides instructions on how to vote online or by telephone and includes instructions on how to receive a paper copy of the proxy materials by mail. The matters to be acted upon at the meeting are described in the attached Notice of Annual Meeting and Proxy Statement.

The proxy statement accompanying this letter describes the business we will consider at the meeting. Your vote is important regardless of the number of shares you own. Whether or not you plan to attend the Annual Meeting, we urge you to vote your shares promptly by mail, telephone or Internet as instructed on the enclosed proxy card or voting instruction card. Proxies forwarded by or for brokers or fiduciaries should be returned as requested by them.

We hope that you will be able to join us virtually on June 5.

Sincerely,

IF YOU PLAN TO ATTEND THE MEETING

The Notice includes your control number, which will serve as an admission ticket for one stockholder to attend the Annual Meeting. On April 21, 2025, we also first mailed this proxy statement and the enclosed proxy card to certain stockholders. If you received a paper copy of the proxy materials in the mail, the proxy card includes the control number for one stockholder to attend the Annual Meeting. Stockholders holding stock in brokerage accounts (“street name” holders) will need to obtain the control number reflecting their stock ownership as of the record date, April 11, 2025.

5005 Meadows Road

Lake Oswego, OR 97035

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

Dear Stockholder:

The 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of KinderCare Learning Companies, Inc. (“the Company”) will be held on Thursday, June 5, 2025. The Annual Meeting will be held in a virtual format only. The Annual Meeting may be accessed by entering the 16-digit control number provided on your proxy card at www.proxydocs.com/KLC. Login will be available starting at 8:45 a.m. Pacific Time and the meeting will begin promptly at 9:00 a.m. Pacific Time, for the following purposes:

Election of the two Class I director nominees named in the Proxy Statement to serve until the 2028 annual meeting of stockholders;

Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2024;

Approval, on an advisory basis, of the compensation of the Company’s named executive officers;

Approval of the frequency of the vote to approve, on an advisory basis, the compensation of the Company’s named executive officers; and

Transacting such other business as may properly come before the meeting or any adjournment thereof.

These proposals are more fully described in the Proxy Statement accompanying this Notice.

April 11, 2025 has been fixed as the record date for the determination of the stockholders entitled to notice of and to vote at the Annual Meeting or any adjournments thereof. Only stockholders of record at the close of business as of the record date will be entitled to notice of, and to vote at, the Annual Meeting. If you would like an opportunity to view the stockholder list, it will be available 10 days in advance of the meeting. Please contact the Corporate Secretary to make accommodations to view the list. Your vote is important. Whether or not you expect to attend the Annual Meeting, we encourage you to vote by Internet, by telephone or by completing, signing and dating your printable proxy card and returning it as soon as possible. If you are voting by Internet or by telephone, please follow the instructions on your proxy card. If you attend the Annual Meeting and vote during the meeting, your proxy will not be used.

If you need assistance voting your shares, please call Investor Relations at (503) 872-1300 or send an e-mail toinvestors@kindercare.com.

You may attend the Annual Meeting and vote your shares during the meeting, even if you previously voted by Internet, telephone or if you returned your proxy card. Your proxy (including a proxy granted by the Internet or by telephone) may be revoked by sending in another signed proxy card with a later date, sending a letter revoking your proxy to the Company’s Corporate Secretary in Lake Oswego, Oregon, voting again by Internet or telephone, or attending the Annual Meeting and voting during the meeting. If you are a registered stockholder (meaning you hold your shares directly in your name), you must present a valid control number to attend the meeting. If you are a beneficial stockholder (meaning your shares are held in the name of a broker, bank or other holder of record), you will also need to present a control number showing proof of ownership to attend the meeting.

We hope that you will be able to join us virtually. Thank you for your ongoing support of and interest in KinderCare Learning Companies, Inc.

By Order of the Board of Directors,

Kathryn Gallagher

Corporate Secretary

April 21, 2025

Important notice regarding the Internet availability of proxy materials for the stockholders meeting to be held on Thursday, June 5, 2025. Stockholders may access, view and download the 2025 Proxy Statement and the 2024 Annual Report atwww.proxydocs.com/KLC.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS:

Various statements made in this proxy statement are forward-looking, and are inherently subject to a number of risks, uncertainties, and potentially inaccurate assumptions. All statements that address activities, events, or developments that we intend, expect, or believe may occur in the future are forward-looking statements. You can generally identify forward-looking statements by our use of forward-looking terminology such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “potential,” “predict,” “seek,” “vision,” or “should,” or the negative thereof or other variations thereon or comparable terminology. Forward-looking statements include those we make regarding the following matters:

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our ability to address changes in the demand for child care and workplace solutions;

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our ability to adjust to shifts in workforce demographics, economic conditions, office environments and unemployment rates;

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our ability to hire and retain qualified teachers, management, employees, and maintain strong employee engagement;

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the impact of public health crises, such as the COVID-19 pandemic, on our business, financial condition and results of operations;

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our ability to address adverse publicity;

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changes in federal and state child care and education spending policies and budget priorities;

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our ability to acquire additional capital;

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our ability to successfully identify acquisition targets, acquire businesses and integrate acquired operations into our business;

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our reliance on our subsidiaries;

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our ability to protect our intellectual property rights;

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our ability to protect our information technology and that of our third-party service providers;

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our ability to manage the costs and liabilities of collecting, using, storing, disclosing, transferring and processing personal information;

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our ability to manage payment-related risks;

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our expectations regarding the effects of existing and developing laws and regulations, litigation and regulatory proceedings;

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our ability to maintain adequate insurance coverage;

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the fluctuation in our stock price;

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the occurrence of natural disasters, environmental contamination or other highly disruptive events; and

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our ability to maintain adequate insurance coverage.

Readers should also review Item 1A, Risk Factors, of our Annual Report on Form 10-K filed on March 21, 2025 for a description of important factors that could cause our future results to differ materially from those contemplated by the forward-looking statements made in this proxy statement, as well as other information we file with the U.S. Securities and Exchange Commission (“SEC”). We caution investors, potential investors, and others not to place considerable reliance on the forward-looking statements contained in this proxy statement. You are encouraged to read our filings with the SEC, available at www.sec.gov, for a discussion of these and other risks and uncertainties. The forward-looking statements in this proxy statement speak only as of the date of this proxy statement, and we do not undertake any obligation to publicly update or revise our forward-looking statements, even if experience or future changes make it clear that any projected results expressed or implied in such statements will not be realized.

Information appearing on https://investors.kindercare.com/ is not part of and is not incorporated by reference in this proxy statement.

TABLE OF CONTENTS

PROXY STATEMENT

FOR ANNUAL MEETING OF STOCKHOLDERS

June 5, 2025