La Rosa Holdings Corp
For the period ended Nov 19, 2024. Filed Oct 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.
Nov 19, 2024 · Filed Oct 7, 2024
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DEF 14A 1 ea0216913-def14a_larosa.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
(Amendment No. )
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| ☒ | Definitive Proxy Statement |
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| ☐ | Definitive Additional Materials |
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| ☐ | Soliciting Material under § 240.14a-12 |
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1420 Celebration Blvd., 2 nd Floor
Celebration, Florida 34747
(321) 250-1799
2024 ANNUAL MEETING OF STOCKHOLDERS
To be Held on November 19, 2024
October 7, 2024
Dear Stockholder:
You are invited to attend the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of La Rosa Holdings Corp. (the “Company” or “La Rosa”), which will be held on November 19, 2024, at 9:00 a.m., Eastern Time. This year’s Annual Meeting will be a virtual meeting, conducted solely online. Hosting a virtual meeting will enable our stockholders to attend online and participate from any location around the world and support the health and well-being of our management, directors and stockholders. You will be able to attend the meeting, vote and submit your questions via the internet by visiting www.virtualshareholdermeeting.com/LRHC2024 and entering the control number included on your proxy card. You will not be able to attend the Annual Meeting physically in person.
At the Annual Meeting, stockholders will be asked to: (1) elect five directors; (2) ratify the appointment of the auditors of the Company for the fiscal year ended December 31, 2024; (3) approve the Amended and Restated La Rosa Holdings Corp. 2022 Equity Incentive Plan, (4) approve the Second Amended and Restated La Rosa Holdings Corp. 2022 Agent Incentive Plan, and (5) approve the adjournment of the Annual Meeting, to permit further solicitation of proxies, if necessary or appropriate (the “Adjournment Proposal”). The Board of Directors (“Board”) believes that the proposals being submitted for stockholder approval are in the best interests of the Company and its stockholders and recommends a vote consistent with the Board’s recommendation for each proposal.
It is important that your shares be represented and that you vote at the Annual Meeting regardless of the size of your holdings. Whether or not you plan to participate in the Annual Meeting online, please take the time to vote online, by telephone or, if you receive a printed proxy card, by returning a marked, signed and dated proxy card. If you participate in the Annual Meeting online, you may also vote your shares online at that time if you wish, even if you have previously submitted your vote.
Further details regarding the Annual Meeting and the business to be conducted are more fully described in the accompanying Notice of 2024 Annual Meeting of Stockholders (“Notice of Annual Meeting”) and 2024 Annual Meeting Proxy Statement (“Proxy Statement”).
Your vote is important. Whether or not you plan to virtually attend the Annual Meeting, we hope you will vote as soon as possible. Further information about voting methods is set forth in the accompanying Notice of Annual Meeting and Proxy Statement.
Sincerely,
/s/ Joseph La Rosa
Joseph La Rosa
Chief Executive Officer, President and Chairman of the Board
IMPORTANT NOTICE REGARDING AVAILABILITY OF PROXY MATERIALS. The Notice of Internet Availability of Proxy Materials is first being mailed to our stockholders on or about October 7, 2024, which indicates that the Notice of Annual Meeting, this Proxy Statement and our 2023 Annual Report, are available at www.proxyvote.com.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held Virtually at 9:00 AM (Eastern Time) on November 19, 2024
Notice is hereby given that the 2024 Annual Meeting of Stockholders of La Rosa Holdings Corp. will be held virtually at www.virtualshareholdermeeting.com/LRHC2024 on November 19, 2024, at 9:00 a.m., Eastern Time for the following purposes:
| 1. | To elect five directors, Joseph La Rosa, Michael La Rosa, Lourdes Felix, Siamack Alavi, and Ned L. Siegel, each to hold office until our Annual Meeting of Stockholders to be held in 2025 or their respective successor is duly elected and qualified; |
| 2. | To ratify the appointment of Marcum LLP as the independent auditors of the Company for the fiscal year ending December 31, 2024; |
| 3. | To approve the Amended and Restated La Rosa Holdings Corp. 2022 Equity Incentive Plan; |
| 4. | To approve the Second Amended and Restated La Rosa Holdings Corp. 2022 Agent Incentive Plan; |
| 5. | To approve the adjournment of the Annual Meeting, to permit further solicitation of proxies, if necessary or appropriate; and |
| 6. | To transact such other business as may properly come before the meeting. |
These proposals are more fully described in the Proxy Statement following this Notice of Annual Meeting.
The Board has fixed the close of business on September 20, 2024 as the record date for the determination of the stockholders entitled to notice of, and to vote at, the Annual Meeting. Accordingly, only stockholders of record at the close of business on that date will be entitled to vote at the Annual Meeting.
Only stockholders and persons holding proxies from stockholders may attend the Annual Meeting. To participate in the Annual Meeting online at www.virtualshareholdermeeting.com/LRHC2024, you will need the information included on your Notice of Internet Availability of Proxy Materials, your proxy card or the instructions that accompanied your proxy materials.
YOUR VOTE AT THE ANNUAL MEETING IS IMPORTANT.
Your vote matters.Whether or not you plan to virtually attend the Annual Meeting, we hope you will vote as soon as possible. Further information about voting methods is set forth in the accompanying Proxy Statement. We encourage you to read the Proxy Statement and submit your proxy or voting instructions as soon as possible. You can vote your shares electronically via the internet, by telephone or if applicable, by completing and returning the proxy card or voting instruction card. You can revoke a proxy at any time prior to its exercise at the Annual Meeting by following the instructions in the Proxy Statement.
On behalf of our entire Board of Directors, we thank you for your continued support.
By order of the Board of Directors,
/s/ Joseph La Rosa
Joseph La Rosa
Chief Executive Officer, President and Chairman of the Board
October 7, 2024
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PROXY STATEMENT
TABLE OF CONTENTS
| NOTICE OF ANNUAL MEETING OF STOCKHOLDERS | ii |
|---|---|
| PROXY STATEMENT FOR THE 2024 ANNUAL MEETING OF STOCKHOLDERS | 1 |
| MATTERS TO COME BEFORE THE ANNUAL MEETING | 6 |
| PROPOSAL No. 1: ELECTION OF DIRECTORS | 6 |
| DIRECTORS AND EXECUTIVE OFFICERS | 7 |
| CORPORATE GOVERNANCE | 10 |
| AUDIT COMMITTEE REPORT | 16 |
| EXECUTIVE COMPENSATION | 17 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 25 |
| SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE | 27 |
| PROPOSAL No. 2: RATIFICATION OF APPOINTMENT OF AUDITORS | 27 |
| PROPOSAL No. 3: APPROVAL OF AMENDED AND RESTATED LA ROSA HOLDINGS CORP. 2022 EQUITY INCENTIVE PLAN | 29 |
| PROPOSAL No. 4: APPROVAL OF SECOND AMENDED AND RESTATED LA ROSA HOLDINGS CORP. 2022 AGENT INCENTIVE PLAN | 31 |
| PROPOSAL No. 5: ADJOURNMENT OF ANNUAL MEETING | 37 |
| CERTAIN RELATIONSHIPS, RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE | 37 |
| STOCKHOLDER PROPOSALS AND NOMINATION PROCEDURES | 40 |
| DELIVERY OF DOCUMENTS TO STOCKHOLDERS SHARING AN ADDRESS | 41 |
| OTHER MATTERS | 41 |
| VIRTUAL ACCESS TO THE ANNUAL MEETING | 41 |
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