PureCycle Technologies, Inc.
For the period ended May 8, 2024. Filed Mar 28, 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.
May 8, 2024 · Filed Mar 28, 2024
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Contents
Table of Contents
| Page | |
|---|---|
| NOTICE OF 2024 ANNUAL GENERAL MEETING | i |
| GENERAL INFORMATION ABOUT THE ANNUAL MEETING AND VOTING | 1 |
| PROPOSAL ONE — ELECTION OF DIRECTORS | 6 |
| BOARD OF DIRECTORS AND EXECUTIVE OFFICERS | 7 |
| Director Nominees and Qualifications | 7 |
| Current Executive Officers | 9 |
| Director Compensation | 9 |
| CORPORATE GOVERNANCE | 12 |
| Governance Overview | 12 |
| Board Independence | 13 |
| Leadership Structure | 13 |
| Board Role in Risk Oversight | 14 |
| Board Committees and Meetings | 14 |
| Board Composition and Refreshment | 17 |
| Related Party Policy and Transactions | 19 |
| PROPOSAL TWO — RATIFY GRANT THORNTON LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2024 | 22 |
| AUDIT AND FINANCE COMMITTEE REPORT | 24 |
| PROPOSAL THREE — ADVISORY APPROVAL OF NAMED EXECUTIVE OFFICER COMPENSATION | 26 |
| EXECUTIVE COMPENSATION | 27 |
| Compensation Discussion and Analysis | 27 |
| Compensation Committee Interlocks and Insider Participation | 40 |
| Compensation Committee Report | 40 |
| Compensation Tables | 41 |
| Potential Payments Upon Termination or Change in Control | 45 |
| Securities Authorized for Issuance Under Equity Compensation Plans | 48 |
| CEO Pay Ratio | 49 |
| Pay versus Performance | 50 |
| OTHER MATTERS | 53 |
| Stock Ownership of Major Shareholders, Executive Officers and Directors | 53 |
| Delinquent Section 16(a) Reports | 55 |
| Other Proxy Information | 56 |
Forward-looking statements. Except for historical and factual information contained herein, matters set forth in this Proxy Statement identified by words such as “expects,” “believes,” “will” and similar expressions are forward-looking statements under the Securities Act of 1933, as amended (the “Securities Act”), and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and are subject to the “safe harbor” protection thereunder. These forward-looking statements are not guarantees of future results and are based on current expectations only and are subject to uncertainties. These risks and uncertainties include, but are not limited to, the risks detailed in the Company’s filings with the Securities and Exchange Commission (the “SEC”), including the “Risk Factors” section of our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. Actual events and results may differ materially from those anticipated by us in those statements due to several factors, including those disclosed in our other filings with the SEC. We may change our intentions or plans discussed in our forward-looking statements without notice at any time and for any reason.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.