Cerence Inc
For the period ended Feb 15, 2024. Filed Jan 5, 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.
Feb 15, 2024 · Filed Jan 5, 2024
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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
(Amendment No. )
Filed by the
Registrant
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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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CERENCE 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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Cerence Inc.
25 Mall Road
Suite 416
Burlington, MA 01803
January 5, 2024
Dear Fellow Shareholders:
On behalf of Cerence, thank you for your continued investment. We value your support, which is essential to the success of our efforts to deliver long-term value to our shareholders.
While fiscal year 2023 was a transitional year for Cerence, we continued to build on the company’s leadership in conversational AI for the car. Highlights from the fiscal year included:
| • | Securing 14 strategic design wins including nine for our Cerence Assistant platform; |
| • | Adding nine new customers including two additional two-wheeler customers; |
| • | Achieving five competitive displacements against niche competitors and consumer tech; |
| • | Attaining additional wins in AIoT, non-transportation markets; |
| • | Embarking on a product strategy incorporating the latest achievements in Generative AI and Large Language Models (LLMs); |
| • | Showing 15 Proof of Concept programs incorporating new Generative AI technology to global OEMs; and |
| • | Exceeding top and bottom-line performance expectations set at the beginning of the fiscal year. |
In fiscal year 2023, while the semiconductor shortages and factory shutdowns throughout the globe due to COVID-19 were mainly resolved, macro concerns such as rising interest rates, global economic growth and geopolitical events remained a drag on increases to auto production.
We refined our long-term product strategy in response to the significant advancements in Generative AI and LLMs introduced during the fiscal year. This resulted in an evolution of our Destination Next strategy that we believe will serve us and our customers well in supporting our efforts to create uniquely branded immersive companion experiences for our customers. Led by a management team strengthened with recent additions, Cerence will remain focused on executing our long-term vision and building long-term shareholder value. We look forward to having you join us for this journey.
At our 2024 Annual Meeting of Shareholders, shareholders will be asked to vote on the matters described in the accompanying notice of annual meeting and proxy statement, as well as such other business that may properly come before the meeting and any adjournments or postponements thereof. Your vote is very important to us. Please review the instructions for each voting option described in the notice and in the proxy statement. Your prompt cooperation will be greatly appreciated.
Sincerely,
| Arun Sarin | Stefan Ortmanns |
|---|---|
| Chairman of the Board | Chief Executive Officer |
Cerence Inc.
25 Mall Road
Suite 416
Burlington, MA 01803
NOTICE OF THE 2024 ANNUAL MEETING OF SHAREHOLDERS
Dear Shareholders:
The 2024 Annual Meeting of Shareholders (the “2024 Annual Meeting”) of Cerence Inc. (the “Company”) will be held on Thursday, February 15, 2024 at 11:00 a.m. Eastern Time. The 2024 Annual Meeting will be a virtual shareholders meeting at www.proxydocs.com/CRNC being held for the following purposes:
| (1) | Election of nine directors named in the proxy statement, each to serve for a one-year term and until his or her successor has been duly elected and qualified or until his or her earlier death, resignation or removal; |
| (2) | Approval, on a non-binding, advisory basis, of the compensation of our named executive officers, as disclosed in this proxy statement; |
| (3) | Ratification of the appointment of BDO USA PC as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2024; and |
| (4) | Transaction of such other business as may properly come before the meeting or any adjournment or postponement of the meeting. |
This notice of our annual meeting of shareholders contains details of the business to be conducted at the 2024 Annual Meeting. The Board of Directors has fixed the close of business on December 18, 2023 as the record date for determination of shareholders entitled to notice of, and to vote at, the 2024 Annual Meeting and at any adjournments or postponements thereof. A list of shareholders entitled to vote at the 2024 Annual Meeting will be available at 25 Mall Road, Suite 416, Burlington, MA 01803 on the date of, and for ten days prior to, the 2024 Annual Meeting. To participate in the 2024 Annual Meeting virtually via the Internet, please visitwww.proxydocs.com/CRNC. In order to attend, you must register in advance atwww.proxydocs.com/CRNC prior to the deadline of February 13, 2024 at 5:00 pm Eastern Time. Upon completing your registration, you will receive further instructions via email, including your unique links that will allow you access to the meeting and will permit you to submit questions. You will not be able to attend the 2024 Annual Meeting in person. For instructions on how to vote your shares, please refer to the instructions on the Notice of Internet Availability of Proxy Materials you received in the mail, the section titled “Voting” in the proxy statement and, if you requested to receive printed proxy materials, your enclosed proxy card.
Please refer to the proxy statement for further information with respect to the business to be transacted at the 2024 Annual Meeting.
Important Notice Regarding the Internet Availability of Proxy Materials for the Shareholder Meeting to be held on February 15, 2024 This Notice of the 2024 Annual Meeting of Shareholders, Proxy Statement and 2023 Annual Report on Form 10-K are available for viewing, printing and downloading at www.proxydocs.com/CRNC.
By Order of the Board of Directors,
Jennifer Salinas
Secretary
Burlington, Massachusetts
January 5, 2024
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.