Smartbird, Inc.
For the period ended Sep 30, 2026. Filed Aug 11, 2026.
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.
Sep 30, 2026 · Filed Aug 11, 2026
Contents
Cover page
Show cover page
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
(Amendment No. )
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-12 |
|---|
(Exact 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. |
|---|
| ☐ | 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 |
|---|
425 Page Mill Road
Suite 200
Palo Alto, CA 94306
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD VIRTUALLY ON SEPTEMBER 30, 2026
Dear Stockholder:
We cordially invite you to virtually attend the Annual Meeting of Stockholders of Smartbird, Inc., a Delaware corporation (the “Company”), formerly known as Allbirds, Inc. The meeting will be held on Wednesday, September 30, 2026 at 12:00 p.m. Pacific Time through a live audio-only webcast atwww.virtualshareholdermeeting.com/BIRD2026.
We are holding the Annual Meeting for the following purposes, which are more fully described in the accompanying materials:
| 1. | To elect the Class II directors listed in the accompanying Proxy Statement to hold office until the 2029 Annual Meeting of Stockholders. |
| 2. | To approve an amendment to the Company’s 2021 Equity Incentive Plan to increase the number of shares authorized for issuance under the plan. |
| 3. | To approve, for purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of shares of our Class A common stock representing more than 19.99% upon the conversion of certain Convertible Notes. |
| 4. | To ratify the selection by the Audit Committee of the Board of Directors of BPM LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. |
| 5. | To approve one or more adjournments of the Annual Meeting from time to time, if necessary, to solicit additional proxies in the event that there are insufficient shares present virtually or represented by proxy voting in favor of the proposals presented at the meeting. |
| 6. | To conduct any other business properly brought before the meeting or any adjournments, continuations, or postponements thereof. |
We have elected to provide Internet access to our proxy materials, which include the proxy statement for our Annual Meeting (the “Proxy Statement”) accompanying this notice, in lieu of mailing printed copies. Providing our Annual Meeting materials via the Internet reduces the costs associated with our Annual Meeting and lowers our environmental impact, all without negatively affecting our stockholders’ ability to timely access Annual Meeting materials.
On or about August 20, 2026, we expect to mail to our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access the Proxy Statement and our Annual Report on Form 10-K for the year ended December 31, 2025 (the “2025 Annual Report”). The Notice provides instructions on how to vote online and includes instructions on how to receive a paper copy of proxy materials by mail. The Proxy Statement and our 2025 Annual Report can be accessed directly atwww.proxyvote.com using the control number located on the Notice, on your proxy card, or in the instructions that accompanied your proxy materials.
Our Board of Directors has fixed August 6, 2026 as the record date (the “Record Date”) for this year’s Annual Meeting. Only stockholders of record at the close of business on the Record Date are entitled to notice of and to vote during the Annual Meeting.
Your vote is important. Whether or not you plan to virtually attend the Annual Meeting, please ensure that your shares are voted during the Annual Meeting by promptly signing and returning a proxy card if you requested a printed set of proxy materials or by using our Internet or telephonic voting system. Even if you have voted by proxy, you may still vote online if you attend the Annual Meeting. Please note, however, that if your shares are held on your behalf by a brokerage firm, bank, or other agent and you wish to vote at the Annual Meeting, you may need to obtain a proxy issued in your name from that record holder. Please contact your broker, bank, or other agent for information about specific requirements if you would like to vote your shares at the meeting.
On behalf of the Board of Directors of Smartbird, we thank you for your continued support and look forward to seeing you at the Annual Meeting.
Sincerely,
/s/ Nadia Carlsten
Nadia Carlsten
President, Chief Executive Officer and Secretary
Palo Alto, California
August 10, 2026
Important Notice Regarding the Availability of Proxy Materials for the Stockholders’ Meeting to Be Held on Wednesday, September 30, 2026 at 12:00 p.m. Pacific Time.
The Proxy Statement and 2025 Annual Report
are available atwww.proxyvote.com.
425 Page Mill Road
Suite 200
Palo Alto, CA 94306
PROXY STATEMENT
FOR THE 2026 ANNUAL MEETING OF STOCKHOLDERS
SEPTEMBER 30, 2026
MEETING AGENDA
| Proposals | Page | Voting Standard | BoardRecommendation |
|---|---|---|---|
| Election of the Class II Directors listed in the accompanying Proxy Statement | 8 | Plurality | For each director nominee |
| Approval of an amendment to the Company’s 2021 Equity Incentive Plan to increase the number of shares authorized for issuance under the plan | 22 | Majority of the voting power of the shares present virtually or represented by proxy and voting affirmatively or negatively (excluding abstentions and broker non-votes) on the matter | For |
| Approval, for purposes of complying with Nasdaq Listing Rule 5635(d), of the issuance of shares of our Class A common stock representing more than 19.99% upon the conversion of certain Convertible Notes | 31 | Majority of the voting power of the shares present virtually or represented by proxy and voting affirmatively or negatively (excluding abstentions and broker non-votes) on the matter | For |
| Ratification of the selection of BPM LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 | 39 | Majority of the voting power of the shares present virtually or represented by proxy and voting affirmatively or negatively (excluding abstentions and broker non-votes) on the matter | For |
| Approval of one or more adjournments of the Annual Meeting from time to time, if necessary, to solicit additional proxies in the event that there are insufficient shares present virtually or represented by proxy voting in favor of the proposals presented at the meeting | 41 | Majority of the voting power of the shares present virtually or represented by proxy and voting affirmatively or negatively (excluding abstentions and broker non-votes) on the matter | For |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.