T1 Energy Inc.
For the period ended Jun 13, 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 13, 2024 · Filed Apr 29, 2024
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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 | ☒ |
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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)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to Rule 14a-12 |
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| ☐ | 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 |
Dear fellow stockholders,
On behalf of the Board of Directors (the “Board”), we are pleased to invite you to participate in FREYR Battery, Inc.’s (“FREYR”) virtually hosted 2024 Annual Meeting of Stockholders, which will be held on June 13, 2024, at 12:00 p.m. Eastern Time.
We encourage you to review this Proxy Statement, which contains pertinent information for voting your shares and summarizes the Board’s activities over the past year. This year’s proxy statement punctuates our focus on corporate governance and executive compensation best practices, the ongoing execution of our adaptive strategy and business plan, FREYR’s commitment to sustainability, and steadfast alignment with you, our stockholders.
Our vision for FREYR, which is to decarbonize the energy storage and transportation markets by producing sustainable, cost-competitive batteries, continues to be our ultimate objective. To further the pursuit of this vision, the Board has overseen the evolution of our business strategy to expand across both the battery value chain and a diversified technology spectrum. We believe this path will enable the Company to build a resilient battery technology industrialization partner of choice approach that delivers fit-for-purpose solutions to our customers while maintaining commercial and strategic flexibility, as the industry develops, and the energy transition continues to accelerate in a challenging economic and geo-political landscape. The transition to a fully renewable energy future is ever more important and regionalized battery supply is expected to be the cornerstone of resilient energy systems.
Against this backdrop, the Board is committed to overseeing that the Company prudently manages capital while pursuing FREYR’s ambitious growth objectives. This responsibility will be particularly critical as FREYR navigates the path towards gigafactory production, which is a highly capital-intensive undertaking. The redomiciliation of FREYR from Luxembourg to the U.S., which was completed in January 2024, will, in our opinion, enhance FREYR’s access to capital, simplify the corporate structure and align with the well-established principles of corporate governance under Delaware law.
Refreshing our Board’s composition has also been a priority during FREYR’s journey as a public company. In January 2023, we welcomed Dr. Dan Aremus Steingart, professor at Columbia University, to the Board. Dr. Steingart’s deep technical expertise has been instrumental to the continued development of our differentiated technology strategy. In November 2023, we announced the appointment of Jessica Wirth Strine to the Board. Ms. Strine’s background as an institutional investor in U.S. equities and extensive experience in governance and sustainability as the Co-Founder and CEO of an independent corporate advisory firm, brings valuable ESG expertise to the Board that will strengthen the Company in this area. On April 18, 2024, we also welcomed Mr. Todd Jason Kantor, Mr. Tore Ivar Slettemoen and Mr. David J. Manners as new directors to FREYR. These additions represent co-founding investors in FREYR and a decorated former U.S. intelligence officer bringing decades of relevant experience in institutional energy sector investing as well as experience in public and government affairs, thereby significantly enhancing the Company’s ability to deliver on our ambitious objectives.
We would also like to thank the departing directors Ms. Olaug Svarva, Ms. Mimi Berdal, Mr. Torstein Dale Sjotveit and Mr. Jason Forcier for their service on the Board. They all brought deep industry and governance expertise to our Board, and we wish them all the best in their future endeavors.
We are extremely excited about the path ahead for FREYR in 2024 and beyond. Our technology diversification strategy is expected to augment customer acquisition and reduce cost of capital, while attracting project level equity and debt investment interest to an accelerating number of opportunities. In the rapid energy transition, optionality and continuous ability to innovate and adapt will be key to achieving further success in the battery industry.
As our organization continues to grow and mature, the Board will remain committed to overseeing robust corporate governance with increasing focus on innovation, digitalization and diversification while ensuring that the Company maintains an extensive dialogue with you, our stockholders, and supporting management in the delivery of long-term stockholder value by executing a thoughtful, resolute and agile business strategy.
Thank you for your continued support,
Tom Einar Jensen
Executive Chair of the Board and Co-Founder
Dear Stockholder,
You are cordially invited to attend FREYR Battery, Inc.’s 2024 Annual Meeting of Stockholders (the “Annual Meeting”) on Thursday, June 13, 2024, at 12:00 p.m. Eastern Time, online atwww.virtualshareholdermeeting.com/FREY2024.
The matters to be acted on at the Annual Meeting are described in the enclosed notice and proxy statement.
Even if you plan to attend the Annual Meeting, we encourage you to vote your shares in advance using one of the methods described in this proxy statement to ensure that your vote will be represented at the Annual Meeting. To attend, vote, and submit questions at the Annual Meeting, please log in to www.proxyvote.com using the control number on your proxy card, voting instruction form, or Notice of Internet Availability of Proxy Materials. You may revoke your proxy and reclaim your right to vote at any time prior to its use at the Annual Meeting. The proxy statement includes information on what you will need to do to attend the virtual Annual Meeting.
We look forward to seeing you at the Annual Meeting.
Sincerely,
/s/ Birger Steen
Birger Steen
Chief Executive Officer
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON THURSDAY, JUNE 13, 2024
You are cordially invited to attend the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of FREYR Battery, Inc. (the “Company,” “FREYR,” “we,” “us” or “our”), to be held on Thursday, June 13, 2024, at 12:00 p.m. Eastern Time, online atwww.virtualshareholdermeeting.com/FREY2024.
At the Annual Meeting, stockholders will be invited to consider and vote upon the following matters:
Election of nine directors to serve for a one-year term of office expiring at the 2025 annual meeting of stockholders and until his or her successor has been elected and qualified, or until his or her earlier death, resignation or removal;
Ratification of the appointment of PricewaterhouseCoopers AS as our independent registered public accounting firm for the year ending December 31, 2024;
Advisory vote on the compensation of our named executive officers, also known as the “say-on-pay” proposal;
Advisory vote on the frequency of future advisory votes on the compensation of our named executive officers, also known as the “say-on-frequency” proposal;
Approval of the amendment and restatement of the FREYR Battery 2021 Equity Incentive Plan; and
Any other matter that properly comes before the Annual Meeting.
The foregoing items of business are more fully described in the proxy statement accompanying this Notice of Annual Meeting of Stockholders.
The board of directors has fixed the close of business on April 24, 2024, as the record date for the determination of stockholders entitled to notice of, and to vote at, the Annual Meeting and any postponement or adjournment thereof. A list of stockholders entitled to vote at the Annual Meeting will be available for examination during ordinary business hours for 10 days prior to the Annual Meeting at our principal executive office at 6&8 East Court Square, Suite 300, Newnan, Georgia 30263. Your vote is very important to the Company and all proxies are being solicited by the board of directors. Therefore, whether or not you plan on attending the Annual Meeting, we encourage you to submit your proxy as soon as possible by (i) accessing the internet site www.proxyvote.com or by scanning the QR barcode in the proxy materials provided to you or (ii) signing, dating and returning a proxy card or instruction form provided to you. Internet voting will be available 24 hours a day, up until 11:59 p.m., Eastern Time on June 12, 2024.
By Order of the Board of Directors,
/s/ Sonia Gilde S. Rathscheck
Sonia Gilde S. RathscheckCorporate Secretary
Newnan, Georgia
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.