ContextLogic Holdings Inc.
For the period ended Jun 11, 2026. Filed Apr 28, 2026.
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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 11, 2026 · Filed Apr 28, 2026
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DEF 14A 1 ny20067919x2_def14a.htm DEF 14A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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 ☐
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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CONTEXTLOGIC HOLDINGS 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 the appropriate box):
| ☒ | No fee required. |
|---|
| ☐ | 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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Dear Stockholders of ContextLogic Holdings Inc.:
It is my pleasure to invite you to attend the 2026 Annual Meeting of Stockholders (“Annual Meeting” or “2026 Annual Meeting”) of ContextLogic Holdings Inc., to be held on Thursday, June 11, 2026 at 10 a.m. Pacific Daylight Time. Our Annual Meeting will be completely virtual. We believe a virtual annual meeting provides safe and expanded access, improves communication, enables increased stockholder attendance and participation, and provides cost savings. You may attend the virtual meeting, submit questions, and vote your shares electronically during the meeting via live webcast by visiting www.virtualshareholdermeeting.com/LOGC2026.
Details regarding the business to be conducted at our Annual Meeting are more fully described in the accompanying Notice of Annual Meeting of Stockholders and Proxy Statement.
On or around April 28, 2026, we expect to mail to our stockholders the proxy statement for our 2026 Annual Meeting of Stockholders (the “Proxy Statement”), a proxy card, and our Annual Report for the fiscal year ended December 31, 2025 (the “Annual Report”) (collectively the “proxy materials”). The Proxy Statement and proxy card will provide instructions on how to vote online or by telephone, and how to receive printed proxy materials by mail.
Whether or not you plan to virtually attend our Annual Meeting, your vote is important and we encourage you to vote promptly. You may vote by proxy over the internet or by telephone, or, by mail by following the instructions on your proxy card. If you virtually attend our Annual Meeting, you will have the right to revoke your proxy and vote electronically during the meeting via the live webcast. If you hold your shares through an account with a brokerage firm, bank, or other nominee, please follow the instructions you receive from your brokerage firm, bank, or other nominee to vote your shares.
On behalf of the Board of Directors, thank you for your continued interest in and support for ContextLogic Holdings Inc.
Sincerely,
Mark Ward
President and Director
2648 International Blvd., Ste 301
Oakland, CA 94601
www.contextlogic.com
ContextLogic Holdings Inc.
Oakland, CA 94601
NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS
To Be Held On June 11, 2026
Dear Stockholders of ContextLogic Holdings Inc.:
You are cordially invited to attend the 2026 Annual Meeting (“Annual Meeting” or “2026 Annual Meeting”) of Stockholders of ContextLogic Holdings Inc., a Delaware corporation. The meeting will be held on Thursday, June 11, 2026, at 10 a.m. Pacific Daylight Time. Our Annual Meeting will be completely virtual. You may attend the meeting, submit questions, and vote your shares electronically during the meeting via live webcast by visiting www.virtualshareholdermeeting.com/LOGC2026. At the Annual Meeting, our stockholders will be asked:
| 1. | To approve an amendment to the Company’s Second Amended and Restated Certificate of Incorporation to waive certain corporate opportunities (the “Corporate Opportunities Proposal”); |
| 2. | To elect two Class I directors, Raja Bobbili and Mark Ward, to serve on our Board of Directors until the 2029 Annual Meeting of Stockholders or until their successors are duly elected and qualified (the “Election Proposal”); |
| 3. | To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026 (the “Ratification Proposal”); |
| 4. | To approve, on an advisory basis, our named executive officer compensation for the year ended December 31, 2025, as disclosed herein (the “Compensation Proposal”); |
| 5. | To approve, if necessary, the adjournment of the Annual Meeting to solicit additional proxies in favor of the Corporate Opportunities Proposal (the “Adjournment Proposal”); and |
| 6. | To conduct any other business properly brought before the meeting. |
The items of business listed above are more fully described in the Proxy Statement accompanying this Notice. The record date for the Annual Meeting is April 17, 2026 (the “Record Date”). Only stockholders of record at the close of business on the Record Date may vote at the meeting or any adjournment thereof.
Regardless of the number of shares you own, your vote is important. Therefore, even if you currently plan to virtually attend the 2026 Annual Meeting, please vote or submit your proxy as soon as possible so that your shares can be voted at the 2026 Annual Meeting in accordance with your instructions. Both telephone and internet voting are available. For specific instructions on voting, please refer to the instructions in the proxy card. If you do virtually attend the 2026 Annual Meeting and wish to vote electronically, you may withdraw your proxy at that time.
Please read the attached Proxy Statement, as it contains important information you need to know to vote at our 2026 Annual Meeting.
By Order of the Board of Directors,
Oakland, California
You are cordially invited to attend the virtual meeting. Whether or not you expect to attend the virtual meeting, please vote as soon as possible. We encourage you to vote via the Internet. For further details, see “Questions and Answers about This Proxy Material and Voting.”
ContextLogic Holdings Inc.
Oakland, CA 94601
FOR THE 2026 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON June 11, 2026
This Proxy Statement and proxy card are furnished in connection with the solicitation of proxies to be voted at the 2026 Annual Meeting of Stockholders (“Annual Meeting” or “2026 Annual Meeting”) of ContextLogic Holdings Inc. (sometimes referred to as “we,” “us,” “our,” the “Company,” or “ContextLogic”), which will be held virtually on Thursday, June 11, 2026, at 10 a.m. Pacific Daylight Time via live webcast by visiting www.virtualshareholdermeeting.com/LOGC2026.
On or around April 28, 2026, we began sending this Proxy Statement, the attached Notice of 2026 Annual Meeting of Stockholders and the enclosed proxy card to all stockholders entitled to vote at the Annual Meeting. Although not part of this Proxy Statement, we are also sending, along with this Proxy Statement, our Annual Report, which includes our financial statements for the year ended December 31, 2025.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2026 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON June 11, 2026
This Proxy Statement, the Notice of 2026 Annual Meeting of Stockholders, our form proxy card and our Annual Report are available for viewing, printing and downloading at proxyvote.com. To view these materials please have your 16-digit control number(s) available that appears on your proxy card.
Additionally, you can find a copy of our Annual Report on Form 10-K, which includes our financial statements for the fiscal year ended December 31, 2025, on the website of the Securities and Exchange Commission (“SEC”), at www.sec.gov, or in the “SEC Filings” section of the “Financial Information” section of our Investor Relations website located atwww.contextlogic.com. You may also obtain a printed copy of our Annual Report on Form 10-K, which includes our financial statements, free of charge, by sending a written request to corporatesecretary@contextlogic.com. Exhibits will be provided upon written request and payment of an appropriate processing fee.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.