AEye, Inc.
For the period ended May 15, 2024. Filed Apr 2, 2024.
View on SEC.govAbout this filing
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 15, 2024 · Filed Apr 2, 2024
Contents
Cover page
Show cover page
DEF 14A 1 ny20019510x1_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
| 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 240.14a-12 |
|---|
AEYE, 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 paid 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 |
Dublin, California 94568
Dear Stockholder:
You are cordially invited to attend the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of AEye, Inc. (“AEye,” the “Company,” “we,” or “our”), which will be held on May 15, 2024, at 8:00 a.m., Pacific Time, at our corporate headquarters located at One Park Place, Dublin, California. At our Annual Meeting you will be asked to vote on three proposals recommended by our Board of Directors. The proposals to be voted on at our Annual Meeting are listed in the attached “Notice of Annual Meeting of Stockholders.”
Attached to this letter are a Notice of Annual Meeting of Stockholders and proxy statement, which describe the business to be conducted at the Annual Meeting.
Whether you own a few shares or many, and whether or not you plan to attend the Annual Meeting, we urge you to promptly submit your vote via the Internet, telephone, or mail. Returning the proxy does not deprive you of your right to attend and vote your shares at the Annual Meeting.
On behalf of the Board of Directors and management, I would like to express our appreciation for your support and continued interest in AEye, Inc.
Very truly yours,
/s/Matthew Fisch
Matthew Fisch
Chairman and Chief Executive Officer
April 2, 2024
YOUR VOTE IS IMPORTANT
On or about April 2, 2024, we expect to mail to our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access our proxy statement for our 2024 Annual Meeting of Stockholders (the “Proxy Statement”) and our Annual Report on Form 10-K for the year ended December 31, 2023 (the “2023 Annual Report”). The Notice provides instructions on how to vote online or by telephone and includes instructions on how to receive a paper copy of proxy materials by mail. This Proxy Statement and our 2023 Annual Report can be accessed directly online at www.proxyvote.com using the control number located on the Notice, on your proxy card, or in the instructions that accompanied your proxy materials. A copy of our 2023 Annual Report and Proxy Statement are also available on our investor relations website at https://investors.aeye.ai/.
Whether or not you plan to attend our Annual Meeting, please ensure that your shares are voted at the Annual Meeting by signing and returning a proxy card or by using our Internet or telephonic voting system.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
OF AEYE, INC.
| Date and Time: · · · May 15, 2024, at 8:00 a.m., Pacific Time. | ||||||
|---|---|---|---|---|---|---|
| · · | ||||||
| Place: · · · One Park Place, Dublin, California. | ||||||
| · · · | ||||||
| Items of Business: | | | 1. | | | To elect two (2) Class III directors, Prof. Dr. Bernd Gottschalk and Jonathon B. Husby, each to hold office until our Annual Meeting of Stockholders in 2027 and until his successor is duly elected and qualified, or until his earlier death, resignation, or removal; |
| · · · | ||||||
| | | 2. | | | To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024; | |
| · · · | ||||||
| | | 3. | | | To approve an increase in the number of shares of common stock issuable under our 2021 Equity Incentive Plan; | |
| · · · | ||||||
| | | 4. | | | To transact other business that may properly come before the Annual Meeting, or any adjournments or postponements thereof. | |
| · · · | ||||||
| · · The foregoing items of business are more fully described in the proxy statement accompanying this Notice. | ||||||
| · · · | ||||||
| · · Our Board of Directors unanimously recommends that you vote “FOR” the Class III director nominees named in Proposal One, “FOR” the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm as described in Proposal Two, and “FOR” the approval of an increase in the number of shares of common stock issuable under our 2021 Equity Incentive Plan as described in Proposal Three. | ||||||
| · · · | ||||||
| Record Date: | | | The Board of Directors set March 26, 2024 as the record date for the Annual Meeting (the “Record Date”). Only stockholders of record at the close of business on the Record Date are entitled to receive notice of, and to vote at, the Annual Meeting. | |||
| · · · | ||||||
| Voting: | | | YOUR VOTE IS VERY IMPORTANT. Whether or not you plan to attend our Annual Meeting, we encourage you to read the proxy statement and submit your proxy or voting instructions as soon as possible. You can vote your shares electronically via the Internet, by telephone, or by completing and returning the proxy card or voting instruction card if you requested paper proxy materials. Voting instructions are printed on your proxy card and included in the accompanying proxy statement. You can revoke a proxy at any time prior to its exercise at the Annual Meeting by following the instructions in the proxy statement. | |||
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: Our Annual Report on Form 10-K for the year ended December 31, 2023 and the 2023 Proxy Statement are available free of charge at: www.proxyvote.com.
By order of the Board of Directors,
/s/Andrew S. Hughes
Andrew S. Hughes
Senior Vice President, General Counsel & Corporate Secretary
April 2, 2024
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.