Holley Inc.
For the period ended May 1, 2025. Filed Mar 20, 2025.
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 1, 2025 · Filed Mar 20, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
SCHEDULE 14A INFORMATION
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 ☐ |
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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 §240.14a-12 |
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HOLLEY 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 |
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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 14a-6(i)(1) and 0-11 |
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NOTICE OF ANNUAL MEETING
OF STOCKHOLDERS AND
PROXY STATEMENT
LETTER FROM OUR PRESIDENT AND CHIEF EXECUTIVE OFFICER
Dear Fellow Stockholder:
I am pleased to present the 2025 Holley Inc. proxy statement, which contains information about Holley’s strategic direction, executive compensation, governance, and Board of Directors’ composition. It is my pleasure, along with our Board of Directors, to invite you to Holley’s 2025 annual meeting of stockholders. This year’s Annual Meeting will be held on Thursday, May 1, 2025, at 8:00 a.m. Central Time. To maximize stockholder participation and provide a consistent experience regardless of location, we are holding the Annual Meeting in a virtual-only format via live webcast at
www.virtualshareholdermeeting.com/HLLY2025.
We have designed the virtual Annual Meeting to ensure stockholders are afforded the same opportunity to participate as they would have at an in-person meeting, including the right to vote and ask questions through the virtual meeting platform. To attend the Annual Meeting online, vote, submit questions or view the list of registered stockholders during the meeting, stockholders of record will need to go to the meeting website listed above and log in using their 16-digit control number included on their proxy card. Beneficial owners should review these proxy materials and their voting instruction form for how to vote in advance of and how to participate in the Annual Meeting.
Stockholders will also transact any other business that may be properly presented at the Annual Meeting. This proxy statement is first being made available to our stockholders on March 20, 2025.
In the event of a technical malfunction or other situation that the meeting chair determines may affect the ability of the Annual Meeting to satisfy the requirements for a meeting of stockholders to be held by means of remote communication under the Delaware General Corporation Law, or that otherwise makes it advisable to adjourn the Annual Meeting, the chair or secretary of the Annual Meeting will convene the meeting at 8:00 a.m. Central Time on the date specified above and at the Company’s address specified below solely for the purpose of adjourning the meeting to reconvene at a date, time and physical or virtual location announced by the meeting chair. Under either of the foregoing circumstances, we will post information regarding the announcement on the Investors page of the Company’s website at https://investor.holley.com.
As permitted by the Securities and Exchange Commission (the “SEC”), we are providing access to our proxy materials online under the SEC’s “notice and access” rules. As a result, unless you previously requested electronic or paper delivery on an ongoing basis, we are mailing to our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”) instead of a paper copy of the proxy statement, our 2024 Annual Report and a form of proxy card or voting instruction card (together, the “proxy materials”). This distribution process is more resource- and cost-efficient. The Notice contains instructions on how to access the proxy materials online. The Notice also contains instructions on how stockholders can receive a paper copy of our proxy materials. If you elect to receive a paper copy, our proxy materials will be mailed to you.
Whether or not you plan to attend the Annual Meeting, your vote is important, and we encourage you to review these proxy materials and vote your shares before the Annual Meeting, as recommended by the Board as follows:
| VOTING ITEMS | |||
|---|---|---|---|
| PROPOSALS · BOARD VOTE RECOMMENDATION · FOR FURTHER DETAILS | |||
| 1. | Election of three Class I directors named in this proxy statement | “FOR” each director nominee | Page 15 |
| 2. | Advisory vote to ratify the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for 2025 | “FOR” | Page 20 |
We appreciate your continued interest in and support of Holley and look forward to your participation in the Annual Meeting.
Sincerely,
Matthew Stevenson
President and Chief Executive Officer
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
Thursday, May 1, 2025, 8:00 a.m. Central Time
To be held virtually atwww.virtualshareholdermeeting.com/HLLY2025
Record Date: March 10, 2025
Items of Business
| (1) | Election of three Class I directors named in this proxy statement; and |
| (2) | Advisory vote to ratify the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for 2025. |
Admission
In order to attend the Annual Meeting, please visit www.virtualshareholdermeeting.com/HLLY2025 and enter the 16-digit control number included in your Notice of Internet Availability of Proxy Materials or on your proxy card or voting instruction form. Online access to the Annual Meeting will begin at 7:45 a.m Central Time on May 1, 2025, to allow time to log-in and test your device’s audio system. We encourage you to access the Annual Meeting in advance of the designated start time.
Voting
Your vote is important. Please vote your shares at your earliest convenience. This will ensure the presence of a quorum at the Annual Meeting. Promptly voting your shares via the Internet, by telephone, or, if you received a paper copy of the proxy materials, by signing, dating, and returning the accompanying proxy card or voting instruction form, will save the expense and extra work of additional solicitation. Submitting your proxy now will not prevent you from voting your shares online during the live webcast of the Annual Meeting, as your proxy is revocable at your option.
Our Board unanimously recommends that you vote:
| (1) | “FOR” the election of each of the three director nominees named in this proxy statement; and |
| (2) | “FOR” the ratification of the appointment of Grant Thornton LLP as our independent registered public accounting firm for 2025. |
On or about Thursday, March 20, 2025, we will mail to our stockholders either (1) a copy of this proxy statement, a proxy card and our 2024 Annual Report to Stockholders or (2) a Notice of Internet Availability of Proxy Materials, which will indicate how to access our proxy materials and vote via the Internet. The Notice of Internet Availability of Proxy Materials, proxy statement, form of proxy card and our 2024 Annual Report to Stockholders are available at www.proxyvote.com. The accompanying proxy statement provides a detailed description of the business to be conducted at the Annual Meeting. We urge you to read the accompanying proxy statement carefully and in its entirety.
By order of the Board of Directors,
Carly Kennedy
EVP, General Counsel & Corporate Secretary
| HOW TO VOTE | |||
| INTERNETTo vote before the meeting, visit www.proxyvote.com. To vote at the meeting, visit www.virtualshareholdermeeting.com/HLLY2025. You will need the control number printed on your Notice, proxy card or voting instruction form. | TELEPHONEDial toll-free (1-800-690-6903) or the telephone number on your voting instruction form. You will need the control number printed on your Notice, proxy card or voting instruction form. | MAILIf you received a paper copy of a proxy card by mail, mark, sign, date and promptly mail the proxy card in the postage-paid envelope. | QR CODEScan this QR code to vote with your mobile device. You will need the control number printed on your notice, proxy card or voting instruction form. |
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 1, 2025 The notice, proxy statement and 2024 Annual Report on Form 10-K are available at www.proxyvote.com.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.