CHEETAH NET SUPPLY CHAIN SERVICE INC

DEF 14A 1 tm2411614d2_def14a.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. ___)

Check the appropriate box:

Cheetah Net Supply Chain Service 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):

**Notice of 2024 Annual Meeting of

Stockholders and Proxy Statement

To our Stockholders:

You are cordially invited to attend our first annual meeting of stockholders to be held virtually on July 2, 2024 at 9:30 a.m. Eastern Time. At the annual meeting, we will ask you to consider the following proposals:

Our board of directors has fixed the close of business on May 13, 2024 as the record date for the determination of stockholders entitled to notice of and to vote at the annual meeting or at any adjournment, postponement, or continuation thereof. A list of stockholders entitled to vote at the annual meeting will be available for examination by any stockholder for any purpose relevant to the annual meeting for at least 10 days prior to the date of the meeting.

The annual meeting will be a completely virtual meeting, which will be conducted via live webcast. You will be able to listen to the annual meeting, submit your questions, and vote during the live webcast of the meeting by visiting www.virtualshareholdermeeting.com/CTNT2024 shortly prior to the start of the meeting and entering the 16-digit control number found on the proxy card or voting instruction form.

We are pleased to take advantage of the U.S. Securities and Exchange Commission rules that allow us to furnish proxy materials, including this notice, and the proxy statement (including an electronic proxy card for the meeting) for the annual meeting via the Internet. Taking advantage of these rules allows us to lower the cost of delivering annual meeting materials to our stockholders and reduce the environmental impact of printing and mailing these materials.

Your vote is important. Whether or not you plan to attend the virtual annual meeting, we hope that you will vote as soon as possible.

Charlotte, North Carolina

Dated: April 23, 2024

By Order of the Board of Directors,

/s/ Huan Liu

Huan Liu

Chief Executive Officer, Director, and Chairman of the Board of Directors

Notice of Annual Meeting of Stockholders

Cheetah Net Supply Chain Service Inc. (the “Company,” “we,” “our,” and “us”)

Charlotte, North Carolina 28210

Items of Business

The Board of Directors recommends that you vote “FOR” the election of each of the director nominees included in Proposal No. 1 and “FOR” Proposal Nos. 2, 3, 4, and 5.

How to Vote

This communication is not a form for voting and presents only an overview of the more complete proxy materials. The Company encourages you to review the complete proxy materials before voting.

THE 2024 ANNUAL REPORT OF THE COMPANY ACCOMPANIES THIS NOTICE

Important Notice Regarding the Availability of Proxy Materials for the Annual Stockholders Meeting to be held on July 2, 2024: This Proxy Statement and our Annual Report on Form 10-K are available atwww.proxyvote.com and can be obtained, free of charge, by (i) visitingwww.proxyvote.com, (ii) calling 1-800-579-1639, or (iii) sending an email tosendmaterial@proxyvote.com prior to June 18, 2024 to receive the materials before the annual meeting.

i

Proxy Statement Summary

Below are the highlights of the important information you will find in this Proxy Statement. As this is only a summary, we request that you please review the full Proxy Statement before casting your vote.

General Meeting Information

ii

Voting Matters and Board Recommendations

iii

Recent Highlights and Achievements

We recently reported our financial results for the year ended December 31, 2023 (“fiscal 2023”) and other recent highlights, including that:

iv

Governance Highlights

We are committed to applying sound corporate governance principles. We believe sound governance practices are in the best interests of our stockholders and strengthen accountability within our organization. The following highlights our guiding governance principles:

Board Diversity Matrix (As of April 23, 2024)

v

In addition, we intend to implement additional corporate governance principles in the future, including:

Director Nominees

You are being asked to vote to elect the following five director nominees to our Board of Directors. Detailed information about each of these nominees begins on page 7 of the Proxy Statement.

Approval of Stock Incentive Plan

You are being asked to approve our Stock Incentive Plan. Approval of the Stock Incentive Plan by our stockholders will enable us to grant equity awards to our employees, consultants, and directors, which we believe promotes our stockholders’ long-term interests by strengthening our ability to attract, motivate, and retain employees, officers, and other persons who provide valuable services to us, encourage such persons to hold an equity interest in us, and enhance the mutuality of interest between these individuals and our stockholders in improving the value of our common stock. Detailed information about this proposal begins on page 16 of the Proxy Statement.

Approval of the Class A Common Stock Increase and the Class B Common Stock Increase

You are being asked to approve the Class A Common Stock Increase and the Class B Common Stock Increase. Approval of such authorized share increases will enable us to have a sufficient number of additional shares of Class A Common Stock and Class B Common Stock for issuance from time to time, as the occasion may arise, for future possible financing and acquisition transactions and for other proper corporate purposes. Detailed information about these proposals begins on page 19 of the Proxy Statement.

vi

Table of Contents

vii