Vuzix Corp
For the period ended Jun 17, 2025. Filed Apr 28, 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.
Jun 17, 2025 · Filed Apr 28, 2025
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SCHEDULE 14A
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
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 |
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| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| ☒ | Definitive Proxy Statement |
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| ☐ | Definitive Additional Materials |
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| ☐ | Soliciting Material Under Rule 240.14a-12 |
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(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 the appropriate box):
| ☒ | No fee required |
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| ☐ | Fee paid previously with preliminary materials: |
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| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11 |
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25 Hendrix Road,
West Henrietta, New York 14586
(585) 359-5900
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held on June 17, 2025
Dear Stockholder:
You are cordially invited to attend the Annual Meeting (the “Annual Meeting” or the “Meeting”) of stockholders of Vuzix Corporation. The Meeting will be held on June 17, 2025, at 10:30 a.m. (eastern time) at the DoubleTree by Hilton located at 1111 Jefferson Road, Rochester, New York 14623, for the following purposes:
| 1. | To elect five (5) directors to serve until the 2026 Annual Meeting of Stockholders and until their successors are duly elected and qualified. |
| 2. | To ratify the selection of Freed Maxick P.C. as the independent registered public accounting firm of the Company for the year ending December 31, 2025. |
| 3. | To conduct an advisory vote on executive compensation. |
| 4. | To conduct an advisory vote on the frequency of future advisory votes on executive compensation. |
| 5. | To approve an amendment to our certificate of incorporation to increase our authorized shares of common stock from 100,000,000 to 200,000,000. |
| 6. | To approve the grant of 594,056 restricted stock units (or RSUs) to executive officers and other employees of the Company under the Company’s 2023 Equity Incentive Plan, including 291,878 RSUs to Paul Travers, the Company’s chief executive officer, and 118,211 RSUs to Grant Russell, the Company’s chief financial officer and concurrent cancellation of 5,089,500 options previously granted to such officers and others. |
| 7. | To transact such other business as may properly come before the meeting or any adjournment thereof. |
The record date for the annual meeting is April 21, 2025. Only stockholders of record at the close of business on that date may vote at the meeting or any adjournment thereof. Our transfer books will not be closed.
By Order of the Board of Directors
/s/ Eric Black
Eric Black
Corporate Secretary
| Dated: | April 28, 2025 |
|---|---|
| West Henrietta, New York |
You are cordially invited to attend in person. We are furnishing proxy materials to some of our stockholders via the Internet and by mailing a Notice of Internet Availability of Proxy Materials, rather than mailing or emailing copies of those materials. The Notice of Internet Availability of Proxy Materials directs stockholders to a website where they can access our proxy materials, including our proxy statement and our annual report, and view instructions on how to vote via the Internet, mobile device, or by telephone. If you received a Notice of Internet Availability of Proxy Materials and would prefer to receive a paper copy of our proxy materials, please follow the instructions included in the Notice of Internet Availability of Proxy Materials.
Table of Contents
| Notice of Annual Meeting of Stockholders | 1 |
|---|---|
| Proxy Statement for 2025 Annual Meeting of Stockholders | 3 |
| Questions and Answers about this Proxy Material and Voting | 4 |
| Security Ownership of Certain Beneficial Owners and Management | 9 |
| Proposal 1 – Election of Directors | 11 |
| Proposal 2 – Ratification of the Company’s Independent Registered Public Accounting Firm | 20 |
| Proposal 3 – Advisory Vote on Executive Compensation | 26 |
| Proposal 4 – Advisory Vote on Frequency of Future Advisory Votes on Executive Compensation | 27 |
| Proposal 5 – Amendment to Certificate of Incorporation to Increase Authorized Shares of Common Stock | 37 |
| Proposal 6 – Approval of Grant of RSUs and Cancellation of Prior Grants under the Current LTIP | 39 |
| Other Matters | 40 |
25 Hendrix Road
West Henrietta, New York 14586
(585) 359-5900
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.