IRIDEX CORP
For the period ended Jun 18, 2024. Filed Apr 29, 2024.
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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 18, 2024 · Filed Apr 29, 2024
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DEF 14A 1 def14a-31902_irix.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 Pursuant to §240.14a-11(c) or §240.14a-2 |
**(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. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held on June 18, 2024
TO THE STOCKHOLDERS:
NOTICE IS HEREBY GIVEN that the annual meeting of stockholders of IRIDEX Corporation, a Delaware corporation (the “Company”), will be held on June 18, 2024 (the “Annual Meeting”) at 9:00 a.m., Pacific time, at the Company’s principal executive offices located at 1212 Terra Bella Avenue, Mountain View, California 94043, for the following purposes:
| 1. | To elect the five (5) directors named in the proxy statement to serve for the ensuing year or until their successors are elected and qualified (“Proposal One”); |
| 2. | To ratify the appointment of BPM LLP as the Company’s independent registered public accounting firm for fiscal year 2024 ending December 28, 2024 (“Proposal Two”); |
| 3. | To conduct an advisory vote to approve the compensation of the Company’s named executive officers (“Proposal Three”); and |
| 4. | To transact such other business as may properly be brought before the meeting and any adjournment(s) or postponement(s) thereof. |
Stockholders at the close of business on April 25, 2024 shall be entitled to notice of and to vote at the Annual Meeting. The date of this proxy statement is April 29, 2024 and the Notice of Internet Availability (the “Internet Notice”) is being mailed on or about May 8, 2024 to stockholders of record as of April 25, 2024.
All stockholders are cordially invited to attend the meeting. The Internet Notice also provides instruction on how to vote via the Internet and includes instructions on how to receive a paper copy of our proxy materials by mail. The proxy statement and our annual report can be accessed directly atwww.proxyvote.com. All you have to do is enter the control number located on your Internet Notice or proxy card. Any stockholder attending the Annual Meeting may vote in person even if he, she or it has previously voted using the Internet, telephone or proxy card. If you wish to attend the Annual Meeting to vote in person and need directions, please contact Investor Relations at (650) 940-4700 or investors@iridex.com.
| By Order of the Board of Directors of IRIDEX Corporation, | |
| /s/ David I. Bruce | |
| Mountain View, California | David I. Bruce |
|---|---|
| April 29, 2024 | President and Chief Executive Officer |
YOUR VOTE IS IMPORTANT IN ORDER TO ENSURE YOUR REPRESENTATION AT THE ANNUAL MEETING, WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING WE URGE YOU TO SUBMIT YOUR VOTE VIA THE INTERNET, TELEPHONE OR MAIL.
TABLE OF CONTENTS
| Page | |
|---|---|
| INFORMATION CONCERNING SOLICITATION AND VOTING | 1 |
| CORPORATE GOVERNANCE MATTERS | 5 |
| Independence of the Board of Directors | 5 |
| Board Leadership Structure and Oversight of Risk Management | 5 |
| Board Meetings and Committees | 6 |
| Board Diversity | 7 |
| Stockholder Recommendations for Nominations to the Board of Directors | 7 |
| Communications with the Board of Directors | 8 |
| Corporate Governance Guidelines | 8 |
| Code of Business Conduct and Ethics | 8 |
| PROPOSAL ONE — ELECTION OF DIRECTORS | 9 |
| PROPOSAL TWO — RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 13 |
| Fees Billed to the Company by the Company’s Principal Independent Registered Public Accounting Firm During the Previous Two Fiscal Years | 13 |
| Auditor Independence | 13 |
| Pre-Approval of Audit and Non-Audit Services | 13 |
| PROPOSAL THREE — ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS | 15 |
| AUDIT COMMITTEE REPORT | 16 |
| EXECUTIVE OFFICERS | 17 |
| EXECUTIVE COMPENSATION | 18 |
| Executive Compensation Program Philosophy and Process | 18 |
| Compensation Objectives and Philosophy | 18 |
| Role and Authority of the Compensation Committee | 18 |
| Executive Officer Compensation | 18 |
| Summary Compensation Table | 22 |
| Outstanding Equity Awards at 2023 Fiscal Year-End | 23 |
| Tax and Accounting Considerations | 25 |
| Pay Versus Performance | 26 |
| Director Compensation | 30 |
| Information on Compensation Risk Assessment | 31 |
| Equity Compensation Plan Information | 31 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 32 |
| CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS | 34 |
| Policies and Procedures for Related Party Transactions | 34 |
| OTHER MATTERS | 35 |
1212 Terra Bella Avenue
Mountain View, CA 94043
**PROXY STATEMENT
FOR THE 2024 ANNUAL MEETING OF STOCKHOLDERS
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.