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
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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 STOCKHOLDERS | 1 |
|---|---|
| BOARD OF DIRECTORS AND CORPORATE GOVERNANCE | 7 |
| Board Leadership Structure | 7 |
| Role of the Board of Directors in Risk Oversight | 7 |
| Family Relationships | 8 |
| Director Independence | 8 |
| Board Meetings and Committees | 8 |
| Committees of the Board of Directors | 8 |
| Diversity of the Board of Directors | 11 |
| Considerations in Evaluating Director Nominees | 11 |
| Stockholder Recommendations for Nominations to the Board of Directors | 11 |
| Communications with the Board of Directors | 12 |
| Corporate Governance Guidelines and Code of Business Conduct and Ethics | 12 |
| Insider Trading Policy and Anti-Hedging | 12 |
| Rule 10b5-1 Trading Plan Policy | 12 |
| Compensation Recovery Policy | 12 |
| Compensation Committee Interlocks and Insider Participation | 12 |
| PROPOSAL NO. 1 ELECTION OF DIRECTORS | 13 |
| Required Vote | 16 |
| PROPOSAL NO. 2 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 17 |
| Change in Independent Registered Public Accounting Firm | 17 |
| Principal Accounting Fees and Services | 18 |
| Audit Committee Policy on Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm | 18 |
| Required Vote | 18 |
| PROPOSAL NO. 3 APPROVAL OF THE COMPANY’S AMENDMENT TO 2023 EQUITY INCENTIVE PLAN | 19 |
| REPORT OF THE AUDIT COMMITTEE | 25 |
| EXECUTIVE OFFICERS | 26 |
| EXECUTIVE COMPENSATION | 27 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS | 33 |
| CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS | 34 |
| HOUSEHOLDING OF ANNUAL MEETING MATERIALS | 37 |
| Appendix A | A-1 |
| APPENDIX B | B-1 |
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