Rekor Systems Inc

DEF 14A 1 ny20018802x2_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. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

Rekor Systems, Inc.

(Exact 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):

March 25, 2024

Dear Stockholder,

You are cordially invited to attend the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of Rekor Systems, Inc. to be held at 10:30 a.m. (Eastern time) on April 18, 2024, at NASDAQ Marketsite® - 4 Times Square, 2 nd Floor, New York, NY 10036 and virtually via a live video webcast at https://central.virtualshareholdermeeting.com/vsm/web?pvskey=REKR24. The attached notice of Annual Meeting and proxy statement describe the matters to be presented at the Annual Meeting and provide information about us that you should consider when you vote your shares.

The principal business of the meeting will be (i) to elect as directors the nominees named in this proxy statement to serve until the 2025 Annual Meeting of Stockholders and until their successors are duly elected and qualified, (ii) to ratify the appointment of Marcum LLP as our independent public accountant for the fiscal year ending December 31, 2024, (iii) to adopt an amendment to our Amended and Restated Certificate of Incorporation, as amended, to increase the authorized number of shares of our common stock, $0.0001 par value per share, from 100,000,000 to 300,000,000 (iv) to adopt an amendment and restatement of the Company’s 2017 Equity Award Plan to increase the number of authorized shares of common stock reserved for issuance to 10,000,000, (v) to advise us as to whether you approve the compensation of our named executive officers (Say-on-Pay), and (vi) to transact such other business as may be properly brought before the Annual Meeting and any adjournments thereof.

We hope you will be able to attend the Annual Meeting. Whether you plan to attend the Annual Meeting or not, it is important that your shares are represented. Therefore, when you have finished reading the proxy statement, you are urged to complete, sign, date and return the enclosed proxy card promptly in accordance with the instructions set forth on the card. This will ensure your proper representation at the Annual Meeting, whether or not you can attend.

YOUR VOTE IS IMPORTANT. PLEASE RETURN YOUR PROXY PROMPTLY.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To be Held April 18, 2024

To the Stockholders of Rekor Systems, Inc.:

NOTICE IS HEREBY GIVEN that the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of Rekor Systems, Inc., a Delaware corporation (the “Company”), will be held at 10:30 a.m. (Eastern Time) on April 18, 2024, or such later date or dates as such Annual Meeting date may be adjourned, at NASDAQ Marketsite® - 4 Times Square, 2 nd Floor, New York, NY 10036 and virtually via a live video webcast at https://central.virtualshareholdermeeting.com/vsm/web?pvskey=REKR24 , for the purpose of considering and taking action on the following proposals:

The foregoing business items are more fully described in the following pages, which are made part of this notice. The Board recommends that you vote as follows:

You may vote if you were the record owner of the Company’s common stock at the close of business on February 21, 2024. The Board of Directors of the Company has fixed the close of business on February 21, 2024, as the record date (the “Record Date”) for the determination of stockholders entitled to notice of and to vote at the Annual Meeting and at any adjournments thereof.

As of the Record Date there were 84,404,798 shares of common stock outstanding and entitled to vote at the Annual Meeting. Holders of the shares of common stock are entitled to one vote for each share of common stock held. A list of stockholders of record will be available at the meeting and, during the 10 days prior to the meeting, at the office of the Secretary of the Company at 6721 Columbia Gateway Drive, Suite 400, Columbia, Maryland.

All stockholders are cordially invited to attend the Annual Meeting. Whether you plan to attend the Annual Meeting in person or via live videocast or not, we recommend that you also submit your proxy or voting instructions or vote by Internet, telephone or mail prior to the meeting, in accordance with the instructions on the proxy card, so that your vote will be counted if you later decide not to attend or vote at the Annual Meeting.

By Order of the Board of Directors of Rekor Systems, Inc.,

YOUR VOTE AT THE ANNUAL MEETING IS IMPORTANT

Your vote is important. Please vote as promptly as possible even if you plan to attend the Annual Meeting in person or via live videocast.

For information on how to vote your shares, please see the instruction from your broker or other fiduciary, as applicable, as well as “General Information About the Annual Meeting” in the proxy statement accompanying this notice.

We encourage you to vote by completing, signing, and dating the proxy card, and returning it in the enclosed envelope, or by following the electronic voting instructions below.

If you have questions about voting your shares, please contact our Corporate Secretary at Rekor Systems, Inc., at 6721 Columbia Gateway Drive, Suite 400, Columbia, MD 21046, telephone number (410) 762-0800.

If you decide to change your vote, you may revoke your proxy in the manner described in the attached proxy statement at any time before it is voted.

We urge you to review the accompanying materials carefully and to vote as promptly as possible. Note that we have enclosed with this notice a proxy statement/prospectus.

THE PROXY STATEMENT IS AVAILABLE AT: https://east.proxyvote.com/pv/web

VOTING IS AVAILABLE AT: https://east.proxyvote.com/pv/web

By Order of the Board of Directors,

REFERENCES TO ADDITIONAL INFORMATION

This proxy statement incorporates important business and financial information about Rekor Systems, Inc. that is not included in or delivered with this document. You may obtain this information without charge through the Securities and Exchange Commission (“SEC”) website (www.sec.gov) or upon your written or oral request by contacting the Corporate Secretary of Rekor Systems, Inc., 6721 Columbia Gateway Drive, Suite 400, Columbia, MD 21046, telephone number (410) 762-0800.

To ensure timely delivery of these documents, any request should be made no later than April 4, 2024 to receive them before the annual meeting.

For additional details about where you can find information about Rekor Systems, Inc., please see the section entitled “Where You Can Find More Information” in this proxy statement.

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