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Serve Robotics Inc DE

For the period ended Jul 22, 2024. Filed Jun 7, 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.

Jul 22, 2024 · Filed Jun 7, 2024

SERV$3.22+38.8%Stored close · as of Nov 6, 2026
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DEF 14A 1 ea0207382-def14a_serverobo.htm DEFINITIVE PROXY STATEMENT

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)

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.

730 Broadway

Redwood City, CA 94063

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held at 12:00 p.m. Pacific Time on July 22, 2024

Dear Stockholders of Serve Robotics Inc.:

We cordially invite you to attend the 2024 annual meeting of stockholders (the “Annual Meeting”) of Serve Robotics Inc., a Delaware corporation, which will be held onJuly 22, 2024 at 12:00 p.m. Pacific Time. The Annual Meeting will be held as a virtual meeting, which will be conducted via live webcast. In order to attend the Annual Meeting, you must register in advance at www.virtualshareholdermeeting.com/SERV2024 prior to the deadline of 11:45 a.m. Pacific Time on July 22, 2024. After completing the registration, you will receive a confirmation email, which will include information about when you should expect to receive a unique link to gain access to the Annual Meeting. You will not be able to attend the meeting in person. The meeting will be held for the following purposes, as more fully described in the accompanying proxy statement (the “Proxy Statement”):

1.To elect the two nominees to serve as Class I directors until the 2027 annual meeting of stockholders and until their successors are duly elected and qualified;
2.To ratify the appointment of dbbmckennon as our independent registered public accounting firm for our fiscal year ending December 31, 2024;
3.To approve an amendment to increase the shares authorized for issuance under our 2023 Equity Incentive Plan (the “2023 Plan”); and
4.To transact such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof.

Our board of directors has fixed the close of business on May 28, 2024 as the record date for the Annual Meeting. Only stockholders of record on May 28, 2024 are entitled to notice of and to vote at the Annual Meeting. Further information regarding voting rights and the matters to be voted upon is presented in the accompanying Proxy Statement.

On or about June 7, 2024, we expect to mail the Notice of Internet Availability of Proxy Materials (the “Notice”) to our stockholders. The Notice will contain instructions on how to access our Proxy Statement and our annual report. The Notice provides instructions on how to vote via the internet or by telephone and includes instructions on how to receive a paper copy of our proxy materials by mail. The accompanying Proxy Statement and our annual report can be accessed directly at the following internet address: www.proxyvote.com. All you have to do is enter the control number located on your Notice or proxy card.

YOUR VOTE IS IMPORTANT. Whether or not you plan to attend the Annual Meeting, we urge you to submit your vote promptly via the internet, telephone or mail.

We appreciate your continued support of Serve Robotics Inc.

By order of the board of directors,

Ali Kashani

Chief Executive Officer

Redwood City, California

June 7, 2024

TABLE OF CONTENTS

2024 ANNUAL MEETING OF STOCKHOLDERS1
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE7
Board Leadership Structure7
Role of the Board of Directors in Risk Oversight7
Family Relationships8
Director Independence8
Board Meetings and Committees8
Committees of the Board of Directors8
Diversity of the Board of Directors11
Considerations in Evaluating Director Nominees11
Stockholder Recommendations for Nominations to the Board of Directors11
Communications with the Board of Directors12
Corporate Governance Guidelines and Code of Business Conduct and Ethics12
Insider Trading Policy and Anti-Hedging12
Rule 10b5-1 Trading Plan Policy12
Compensation Recovery Policy12
Compensation Committee Interlocks and Insider Participation12
PROPOSAL NO. 1 ELECTION OF DIRECTORS13
Required Vote16
PROPOSAL NO. 2 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM17
Change in Independent Registered Public Accounting Firm17
Principal Accounting Fees and Services18
Audit Committee Policy on Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm18
Required Vote18
PROPOSAL NO. 3 APPROVAL OF THE COMPANY’S AMENDMENT TO 2023 EQUITY INCENTIVE PLAN19
REPORT OF THE AUDIT COMMITTEE25
EXECUTIVE OFFICERS26
EXECUTIVE COMPENSATION27
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS33
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS34
HOUSEHOLDING OF ANNUAL MEETING MATERIALS37
Appendix AA-1
APPENDIX BB-1

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